Good morning. Welcome to Tata Motors Investor Call to discuss the recently announced transaction of Tata Motors Acquisition of Iveco Group. Today with us, we have Mr. Girish Wagh, Executive Director, Tata Motors Limited, Mr. P.B. Balaji, Chief Financial Officer, Tata Motors Group, and Mr. G.V. Ramanan, Chief Financial Officer, Commercial Vehicles Business. Today we plan to walk you through the presentation followed by Q&A. As a reminder, all participants will be in listen-only mode, and we will be taking questions by the Teams platform. The scene is already open for you to submit the questions. You are requested to mention your name and name of the organization while submitting the questions. I now hand over to Balaji sir to take over. Over to you, sir. Thank you, Anish. Good morning and good evening, everybody. Thanks for coming in at short notice. Really appreciate it. May I have the slides up, please? Please give us a minute. Some technical glitches here. Apologies. Apologies, guys. Just give us a minute. There's something, a message here, so just hold on, please. If it doesn't come, then maybe you can just walk through the presentation without being presented. I just want to run through the presentation now. Okay. Are they able to see the presentation? We are having a challenge putting the slides up for whatever reason. The audio is coming through the video and feeding. I would request you to take a look at the presentation that we already uploaded on the deck. I'll refer to the page number and proceed. We'll try and see if we can fix it as we go along. For now, I don't want to keep all of you waiting. Once again, apologies for those surprises. Save our statement. Do take a look at that, given there are two listed companies. Draw your attention to that. These are the fabulous products we are looking at. I'm looking on page number four, which is Iveco Group and its portfolio. A lovely mix of product portfolios from light commercial vehicles to electric buses to heavy commercial vehicles and a solid powertrain portfolio as well. This is something that is very, very interesting and something that, as I would take you through the slides, you'd realize how strategic it is for both Tata Motors as well as for Iveco. Just to give a bit of a flavor of what the company is about, some of you may not have followed this company. Others may have. If it's a repetition, my apologies. It's worthwhile spending a little bit of time on this business. It has three segments: the industrial business, basically forming of truck, bus, and powertrain, a captive financial services business, and a defense business. As far as this transaction perimeter is concerned, defense is not included in this. Therefore, without defense, it's a EUR 14 billion business. For people not conversant with euro, rupee, just multiply by 100, you are in the right zone ballpark there. Roughly about INR 1,400,000 crore is the revenue of the business, with an EBIT of EUR 891 million, almost INR 9,000 crore, with a 6.3% EBIT margin. The transaction that we are talking about is an acquisition of 100% of Iveco Group N.V. via a voluntary tender offer to all public shareholders. As a precondition to the deal, the defense business has to be sold or spun off before the settlement of the voluntary tender offer. The last date for that is March 31st, 2026. The price offered is EUR 14.1 per share, implying a total equity value of EUR 3.8 billion. This, again, is without defense. The merger agreement has been signed yesterday with Iveco Group N.V., with their board recommending and supporting the transaction. Additionally, we also have an irrevocable commitment secured from. Exor, who's one of the large shareholders there, to tender all its shares and support the transaction. Obviously, this is subject to regulatory approvals in multiple forms. Of course, the merger control, FDI, EU Foreign Subsidies Regulation, as well as, given it's a captive finance arm, there's a financial regulatory piece as well. From a financing perspective, the EUR 3.8 billion funding has been secured through a bridge facility, and this has been done by Morgan Stanley and MUFG. This facility is expected to be syndicated and then termed out through a mix of equity and long-term debt over the next 12 months after the closure of the transaction. Assuming we're taking about nine months to close the transaction, between about 18 months- 21 months, we expect to take out the final financing scheme for this. We believe, starting now, the next 20 days, we file our papers, and the transaction is expected to close basis that sometime by mid of April 2026. Just for abundant clarity, the company that will be acquiring it is the post-demerger commercial vehicle business. That is the listed entity that will be acquiring. The advisors to the transaction were Morgan Stanley for financial advisors. They were exclusive for this. Legal advice and due diligence was done by Clifford Chance. PwC did the financial and tax due diligence, and Kearney was involved in the commercial and customer due diligence. Let me now pass it on to Girish Wagh to talk about the Iveco company in slightly greater detail. Okay. Slide 7. Of course, Iveco Group is an Italian multinational company, and Balaji has already spoken about the businesses. It was founded 50 years back in 1975, headquartered in Turin. The current listed entity actually came out of CNH Industrial in 2022. They have 19 manufacturing sites and almost 30 R&D sites spread across Europe, Latin America, and one in China. They have around 32,000 employees and a wide product range in trucks, buses, powertrains, and financial services. Next slide, Balaji. If I give further details on each of the segments, trucks is the larger segment by revenue, almost EUR 10 billion in calendar year 2024, with an EBIT of 5.6%. They have a market share of 11% in the EU as well as Lat Am, and the full range of trucks, starting from LCV, more than 3.2 tons, going right up to 50 tons. The manufacturing locations mainly for trucks are Italy, Spain, and an assembly facility in Latin America. Buses have revenue of around EUR 2.6 billion with an EBIT of 5.5%. They are the number two bus manufacturer in Europe and number one in intercity buses. They have two brands here, Iveco Bus and Heuliez, with main manufacturing locations in France and Czechoslovakia. Fiat Powertrain, or FPT, now with a calendar year 2024 revenue of EUR 3.5 billion, EBIT of 6.2%, is actually the fifth-largest engine manufacturer globally, with most of the manufacturing locations in Italy. Financial services is the Iveco Capital arm, which does wholesale funding for the distributors and dealers, as also retail financing in certain markets in partnership with Santander and BNP Paribas. This is the geographical footprint of the company, and you can see that 75% of the revenue comes from Europe, followed by around 12% in South America, 12% rest of the world, and 1% of industrial revenue, mainly from powertrain, is from North America. Bulk of the employees are in Europe, almost 28,000, 4,000 in South America, and around 1,000 in the rest of the world. I've already spoken about the spread of the manufacturing sites. Let's look at the portfolio now and portfolio readiness for alternate fuel. The Daily is a cab-over frame architecture light commercial vehicle in the form of just a cab chassis and a van configuration. This is currently available in diesel, LNG, as well as full electric variants, also in formats like 4x4 and crew van. Iveco is currently the market leader in the upper end of light commercial vehicles from 6 tons- 7.5 tons, with 65% market share in the cab-over frame configuration. In addition to this, Iveco has recently tied up with Stellantis and Hyundai to widen their range and especially to have access for monocoque vans. In the EV version, they have the eJolly and Super eJolly, made with Stellantis and co-branded, built mainly for urban mobility. The e-Moovy, another architecture, monocoque architecture from Hyundai, is meant for electric variants. That's the light commercial vehicle portfolio. In the medium duty trucks, Iveco has the Euro cargo platform, a versatile one for both cargo delivery as well as construction equipment and municipal services. Moving on to the heavy commercial vehicle portfolio, the trucks, a few years back, a completely new platform and branding has been launched in heavy commercial vehicles as S-Way, X-Way, and T-Way. S-Way is meant for long-haul in two forms, articulated as well as rigid trucks, and is available in diesel, LNG, as well as full electric variant. X-Way is heavy duty, meant for on-road efficiency but also off-road capability, again in articulated form as well as rigid form. T-Way is meant for construction and mining requirements, so essentially, the tippers, again, in articulated and rigid form. The market share for light commercial vehicles is 12.2% in the EU and around 18% in Brazil and Argentina. For medium and heavies, it is around 8.4% in Europe and 9.2% in Brazil, Argentina. Buses, a very comprehensive portfolio. As I said, a market leader in intercity buses with two configurations: Crossway, which is a low decker, and Crossway, which is a low entry, and available in multiple forms—diesel, diesel hybrid, LNG, LNG hybrid, as well as electric. In City bus, again, multiple platforms: Urban way, E-Way, Streetw ay, Crossway LE, and Crealis. Crealis, in fact, is an articulated 18-meter bus and, of course, available in multiple energy configurations. In Cityb us, Iveco is the number two player currently in the European Union. In the buses, they also have mini buses based on the Daily platform, as also a rolling chassis platform, Scudato, which is meant mainly for Brazil and Argentina. They have the Evadys platform in the coaches, which is a smaller presence as of now. Going to powertrain, a very strong portfolio meant for both on-road and off-road applications. In engines, essentially three platforms: the F Series, which is 2.3- liter- 3-liter capacity, the N Series, which is 4.5 liters - 6.7 liters, and the Cursor Series, meant for heavy duty, which is from 8.7-liter -1 3-liter capacity. Applications, of course, bulk of it comes from on-road trucks and buses, but also a significant share coming from off-road, essentially from agriculture, construction, and power gen business, as well as marine. In terms of technology, the entire portfolio is EURO VI ready, and they are currently also working on EURO VII. In addition to this, FPT does have a strong portfolio of axles and transmissions for the entire range, and have also recently entered into electric powertrains, which includes electric axles, battery management system, as also battery pack, currently with imported NMC chemistry cells. Financial services, Balaji, would you like to take this slide on financial services? Absolutely. The business is structured on two fronts: one related to wholesale banking, wholesale financing, which is consolidated within the books of Iveco, and the other is retail financing. Retail financing is done majority through partners, basically BNP Paribas and Santander. From a portfolio perspective, the on-plus off-book is about EUR 8.3 billion, out of which close to about EUR 5 billion is sitting in on-book. The delinquencies have been quite under control. The business, over the quarters, is fundamentally designed around to deliver a 2% ROA on the on-book portfolio. It's a business that has been there for the last 50 years and extremely well-run. It also has some innovative capabilities being created as we speak, which is called GATE, related to how to lease and drive penetration of electric vehicles portfolio or the new energy vehicle portfolio in the commercial vehicle space. It's a very key part of the offering that goes into a commercial vehicle support in the European environment and something that has been pretty well managed. Back to you, Girish. Yeah. Thanks, Balaji. This is an important slide. As we said, I think 2022, Iveco separated out from CNH Industrial and got listed. Since then, I think they have been growing from strength to strength. In March of 2024, they also had a capital market day wherein they announced the Unlimited Pathway strategy, the bold ambition, where they have laid out a plan to grow by 5% CAGR on the top line to deliver around EUR 17.5 billion with 7%- 7.5% EBIT. Almost 200% EBIT growth from now and generating a free cash flow of around EUR 800 million. This is by calendar year 2028. They have also divided their business into four sub-businesses: trucks, buses, powertrain, and Iveco Capital. Each of the sub-businesses also has an ambition and a path charted out to achieve the targets for calendar year 2028. Within trucks, it is more about operational excellence, making the cost structure competitive by using commercial levers, as also more of design to value and complexity reduction. They will continue with the leadership in light commercial vehicles in the body or frame configuration by expanding the range further and coming up with model year 2027 that also has new lighter architecture for electric variant. In medium and heavy duty, the task is to leverage the full potential. The company has introduced model year 2021 and an upgrade again in model year 2024. In our commercial due diligence, including meetings with customers and channel partners, very clearly, the impression, actual experience, and perception of the products have grown significantly. In fact, in heavy-duty trucks, in quite a few segments, they are now leader on total cost of ownership. In addition to this, there is a plan to further improve the portfolio by increasing the modularity, including ZEV architectures, and also coming up with a new cabin, which will not just meet the regulations, but will also therefore bridge the gap on cabin interiors and comfort. In buses, Iveco aims to reinforce the intercity leadership. Towards this, a new platform is being built, which will ensure that the cost structure further becomes even more competitive and also have multi-energy platform and therefore get ready for penetration of electric into intercity buses. With the huge success in intercity, now gearing up for the similar success in Cityb uses, which is more of tender-driven, similar to intercity. The new platform, therefore, is going to help this particular segment as well. In addition to this, in buses, there is a plan to grow geographically and therefore expand within, outside the core markets. The target is to get to 8% EBIT by FY 2028. In powertrain, I think to be one of the last men standing in ICE and therefore further unlock manufacturing, engineering, and procurement efficiencies. Scaling up the aftermarket business is a significant opportunity which has been called out. There is a very strong intent of getting into e-powertrains and growing there by being in e-axles, battery management system, as well as battery packs. This business has an aim to reach around double-digit EBIT by FY 2028. Now coming to the transactional rationale. In the recently held Investor Day, we unveiled our vision of the demerged entity, Tata Motors Commercial Vehicle, and how we want to grow and what has been our strategy has been decisively. This acquisition actually fits very well in that strategy and the vision that we laid out. First of all, it leads to a very complementary set of capabilities coming together, having access to futuristic technology, whether it is on powertrain, ADAS, SDV, and other aggregates. At the same time, Iveco will get access to design to value and frugal engineering capabilities in India. Together, these capabilities will make the joint entity much more competitive on the global scale. With this acquisition, Tata Motors and Iveco Group actually move from sixth position to fourth position in terms of the volume of vehicles or trucks sold in more than 6-ton category, which is seen as trucks. Together, it also creates a big platform and free cash flows, which will give us the strength to invest boldly into future technologies. The portfolio is completely complementary. The price range of Tata Motors Commercial Vehicle ends at a particular point, and the price range of Iveco vehicles starts just above that, so the portfolio is absolutely complementary. The geography is also very complementary. The Tata Motors business is strong in India, SAARC, and has also entered into Middle East and African markets, whereas Iveco is very strong in European Union as also Latin America. We have worked out an initial set of synergies in the area of revenue, capital expenditure, and operational expenses, which should free up at least 0.5% of. Consolidated revenue in the form of free cash flow. One of our strategies also has been to diversify the business and therefore reduce the risk of cyclicality and its impact on the cash flows. I think with this kind of geography complementarity, this fits very well in this strategy of reducing the impact of cyclicality. Therefore, it becomes a very, very logical next step after the demerger of the Tata Motors Commercial Vehicle business. Going on slide 18, it further explains the complementary capabilities that I spoke about. Technology and innovation in Europe in the areas of powertrain, ADAS, SDV, telematics will be now available as also alternate energy. It clearly strengthens the global engineering talent pool that we will have access to and will infuse global practices in product design engineering. It actually comes with the famed Italian design and engineering capabilities, which will be leveraged to the fullest extent. As I said, it also makes Iveco access the frugal engineering and design to value capabilities of the India business and therefore improve their competitiveness in the European market. In terms of market positioning, very complementary. I think both the portfolios and especially the Iveco portfolio is also regulation-ready. Going next, you could see here how it creates a global player. In terms of volume, about 6-ton trucks, it's a 30% growth for TML, at 4.6 x growth for the Iveco Group. In terms of revenue, 3x growth for TML and around 1.5x for Iveco. In EBITDA margin, again, in EBITDA, 3x growth for TML and 1.5x Iveco. On EBIT, 2.2x growth for TML and around 1.9 x for Iveco. In terms of free cash flow, it's a 1.4x growth for TML and around 3.7x growth for Iveco. You can see in the graph, the joint entity will become number four in the global pecking order for volumes above 6 tons. You can also notice that number two, three, and four are very close to each other. Going ahead, it clearly leverages the strengths of TML and Iveco Group. I have already mentioned these strengths earlier. This will lead to the synergies. These are the initial set of synergies that we have put in place. It will include some revenue synergies in terms of bringing in some of the Iveco products in India. For example, heavy-duty tippers, tractors, vans, buses. It would also mean taking some of the Tata Motors products in Latin America, which is where Iveco Group has a strong presence. It will certainly lead to CapEx synergies as we can combine some of the programs. While we get these CapEx synergies on these futuristic technologies, which is going to be very important, by adapting some of these technologies to the Indian market requirements and leveraging the frugal engineering capabilities, it will also lead to design to value and therefore cost synergies in both the places. These cost synergies, we have worked out, knowing very well the non-financial covenants that we have in place, especially for two years for retaining the facilities, etc., in Italy. This synergy is almost around 0.5% of joint revenue from FY 2028 onwards. In terms of portfolio, I have already explained, I think very complementary. On the left-hand side, you can see dark blue is the market presence of Tata Motors, and the light blue is the market presence for Iveco. Hardly any overlap, and therefore very, very complementary. On the right-hand side, you can see that the portfolio is also very complementary in terms of price positioning, even in terms of brand positioning. Very well differentiated in terms of Tata Motors CV being value-driven and rugged commercial vehicles, whereas Iveco being more premium and modular product lineup for regulated markets. I will now once again hand over to Balaji for the transaction details. Yeah, thanks. Thanks, Girish. Maybe I'm sure you've seen the slide, but let me probably put it in context in terms of I see a lot of questions coming on how does it differ from JLR, why are we doing this, and the like. I think arguably one of the most important slides in the deck in terms of putting the context of the commercial vehicle business. Unlike passenger vehicle business, a commercial vehicle business is a pretty steady business where market shares are pretty steady over a period of time. One, two, it is also not a highly disruptive business, but at the same time, it's a gradual and steady change in technology and better safety, better emissions, better connectivity that is currently being played out. For Tata Motors, we should mentally be clear that just playing in one particular market will mean that you'll continue to remain in this market. If our strategy is about winning decisively and growing, this business also needs to start looking at what are the other avenues for growth. That is point number one. Point number two, we have always said that we would want the beliefs, given the nature of this business, the only fly in the ointment in this business is the cyclicality that comes through it, and therefore the volatility in cash flows out there. Diversifying cash flows is a long-term value creation from a shareholder perspective, which we have committed to, and is one of the more material ways in which you get it done. Number two. Number three, in terms of the ROSI of this business at this point in time for Tata Motors is about 40%. For you to be able to generate the kind of growth that you're looking at at those levels of ROSI with risk being low and EPS to be shifted upwards is going to be very difficult beyond a period of time because it's going to be an organic growth business from that perspective. In that situation, this industry, that is the reason it's a highly consolidated industry. It is not an industry where suddenly there's going to be a startup coming in, and one fine day, everything is getting disrupted. It's not of that. It's got a huge value chain. It's got a service network, which is huge. You will need to have a good financing arrangement to get these things right. Market by market by market, this needs to be one. One of the reasons why this industry is consolidated is also because of that. If Tata Motors needs to have ambitions of growth, ambitions of value creation over long periods of time, it is so important that we also bulk up. This bulk up, I also see in terms of where are the synergies going to come from. I would visualize this as two Venn diagrams, two circles. I would see the overlap region in between. It will start small, and over a period of time, it will start coming together. Unlike at the time of the JLR acquisition, where the regulations on standard beyond safety, beyond emissions, beyond features, or connectivity were substantially different between what India was and where the premium luxury business was, commercial vehicles are not in that space today. I would argue that both Iveco as well as Tata Motors are actually bang next to each other in terms of the continuum of product offerings, continuum cost curve, etc. It is very natural for us to come together. At the same time, we should be careful that we retain the customer base, we retain the brands, and we therefore ensure the front end is as differentiated as possible. There are substantial places for us to work together and conquer it. Another angle I would add to your thing is take a look at the financials of the business. Its EBITDA is reasonably strong. It's matching Tata Motors, but it falls substantially from EBITDA to EBIT because of the investments needed for which the scale is not there for it to sustain the profitability, which is where sharing some of these joint development costs together will, in the long run, make a lot of value. The combined ROSI of this business, I would expect it to be close to almost 20% over a period of time. To see this kind of a high-scale business for Tata Motors today at current scale of almost INR 70,000 crore-INR 75,000 crore and try to build a INR 2.2 lakh crore business at 20% ROSI is almost impossible. Therefore, this is the least risk. It's a running business. Unlike JLR earlier, where cash flows were a challenge, this one is a cash-profitable business even today. Its new launches are starting to work well. We are entering in at the right time for us to be able to accelerate this growth further. You're seeing the unlimited pathway strategy that has been laid out. I think they already have a solid team. Issues on bandwidth of management from Tata Motors to other is not an immediate issue. We need to be mindful of the cultural integration challenges that we'll have. It's a very mature team on both sides. Therefore, for us, our ability to work together, we've been working with them for the last six months. We don't see any issues whatsoever. I think we're going to have fun together in terms of creating challenges for the other players in the market. For us, it is a strategic move. It is not a tactical move at all. It is strategic. It is meaningful. It's not an incidental sideshow. It is a meaningful, large acquisition that is there. Of all the cases that I've been looking at, this is probably one of the lower-risk avenues for growth and profitability that we see. From an Indian business perspective, success is not a given. We need to be very, very clear. If you're looking at, do not look at this by one quarter to another quarter. You look at it over the next 15 years as you suddenly say that net zero has to happen and the world standards start coming together. Just to assume that just because we are a leader today will remain a leader will be foolhardy. Therefore, getting this access to technology, ensuring we work together, having access to global market is very, very important. One of the other questions I see is how is this different from the Daewoo acquisition? Daewoo acquisition was almost a one-market acquisition. It's only in Korea it was there. Girish is going to talk about that subsequently. This is a global player that we are talking about. More importantly, standards of all emissions and all the European rules and Indian rules are now actually next to each other in terms of how they are coming together. The timing is very, very appropriate at this point in time. Also, it is a very material acquisition. Daewoo was a small acquisition. It's more a tuck-in acquisition. This one is a game-changing acquisition because you're saying this is now going to be 3x of current size and therefore with robust returns. The combined entity will be almost 20% ROSI, cash-positive. How therefore to say that I can now decide to take on bold bets in terms of what kind of technologies you want to enter in is very much doable. Don't forget that both businesses are already cash-positive. The portfolio and geographical diversification is important because in that geography, for me to, let's say, take Latin America for instance, while EU may be anemic from a growth perspective, we are not making any great assumptions on EU growth at this point in time. There's huge opportunity in Lat Am. Tata Motors going into Lat Am is impossible. We don't have the network. We don't have the financing. We don't have the service network as well. I can definitely have a portfolio approach into Lat Am where Iveco comes at the top, we come in below, which should definitely help that market as well. We understand how to manage costs, and that's something we should do well. Therefore, we should not forget the value coming out of steady cash flows in this business. At the same time, the transaction, we should also be clear. A lot of questions I see in terms of why would you do this, etc. Opportunities of this size and scale don't come when you want it. You need to move when it is available. This also needs to be kept in mind. The timing couldn't have been better. We are demerging this business. We have gone debt-free, and they are just about pulling their defense business out. You had a very, very small window in which this needed to be closed, and therefore, that is what we have done. The transaction is financially prudent. Do not look at where they have come from in terms of pricing. This is a market where we are very clear we want 100% of this business. It will be delisted, for which you need to pay the appropriate price to ensure we are delisting this product. In a situation when both are free cash flow positive, we are reaching EPS break-even in two years, and we are able to repay the acquisition debt in the next four years. It is at a very high ROSI returns and strong cash flows. We believe it's financially prudent as well. The funding strategy, I also hear questions in terms of how is EPS being positive. Yes, there will be a fundraise that will happen. We also have Tata Capital that we'll monetize as part of this to ensure that the equity raise is limited. Combination of these two, within four years, we will repay the debt out completely. We do not expect, therefore, stress as far as investing in this business because of this. You'll also notice that we have not made huge assumptions on synergies. One of the things the board has pushed back very hard is that I know you guys are being conservative. At the same time, ensure that you come back with a bold plan. What I would request all of you is give us time because it's a listed company. There's only so much we can work with the management on in terms of redrawing the strategy. Pretty soon, give us a few months. Once we are clear that the product, the regulatory approvals have all come through and the delisting has happened, you should hear a very, very strong storyline in terms of how you want to turbocharge this business. It's not just about cost synergies. I would want to see growth synergies substantially more than where it is today. What's in it for Iveco shareholders? I'm sure some of you are already listening in. Firstly, I think you've been protectors of the business for a long period of time. Therefore, I'm sure you would want a very respectable home for your business. Who better than Tata is in terms of a strategic, long-term, growth-oriented, value-accretive, responsible business partner than us. We would really request you to consider this in all seriousness. Yes, it's an all-cash exit, which is also going to be difficult in the current market conditions, and we are committed to that. The premiums are strong. From a transaction certainty perspective, I'm sure you would have read that we have already engaged with the Italian government, and you have seen the commentary from the government last night immediately after our announcement. There is full support for the transaction given the commitment that we have to ensure that this is a cherished asset in Italy, and Iveco's brand really thrives going forward. Probably one of the most important slides is what's in it for the employees and other stakeholders of Iveco. First of all, there's minimal disruption because of this. You already have a fab strategy. We love the strategy that has been laid out. For people who haven't read it, I do draw your attention to the unlimited pathway strategy that has been pulled out last year. You are absolutely bang on message in executing that. Therefore, there's absolutely no change to the current strategy. If at all, we just want to see how much we can accelerate it further, number one. Number two, you already have an investment roadmap that is technology-neutral and net-zero transition, which, again, in the world of commercial vehicles, we completely subscribe to. Therefore, we are looking at it exactly the same way. The connect was instantaneous between the two teams. Given the complementarity we've been talking about, there is no impact with respect to the footprint, customer contracts, or current employment. This transaction does not create anything to start with. At the same time, we have to be clear that we are in a real world, and whatever the management and the board's desire at this point in time to remain competitive, that will get done by the management at that point in time. This transaction does not create anything additional to whatever is currently happening. We are absolutely excited about the pathway for Iveco as a brand, for FPT as a brand, and we would love to turbocharge that as well. Therefore, the corporate identity will be protected. The company will continue to be called Iveco, and the three brands will be preserved. At the same time, so much for the defense. The real piece is what are the excitement of doing this. I think by joining a reputed family of Tatas, we eagerly look forward to welcoming you. I think we have already demonstrated that we are very, very patient, long-term players in this industry, and we are here to shape industries. We have done that with JLR. We would love to do this again with Iveco. By enhancing and diversifying our volumes almost 3x with strong returns, we now have the firepower to actually invest for our future and to be able to compete effectively in this market. We now have the ability of complementarity of markets to start entering newer markets with full scale in terms of dealers, service network, financials, all laid out. That is going to be the actual excitement that comes there as we start winning in different markets. We are absolutely clear the Iveco board will continue to drive decisions for the long-term growth and competitiveness of the business. This is what I had to say in terms of the rationale. Timelines, it's going to be an intense nine months, a lot of paperwork, and we start today in terms of putting the paperwork together. We need to file with CONSOB by mid of August, within 20 days. There is a lot of engagement with the financial regulators starting today, which will be there. They need to give their approvals given that there are banking licenses in different markets. We would therefore expect that the open offer will actually open sometime towards mid-February to end-February. We would expect by end of March for the acceptance period to end and close this transaction, make the settlement payments by mid of April. That's the timeline that we are working towards with full alignment with the Iveco team as well. Needless to say, the defense transaction has to be completed by March 31 st in the run-up to that. That is an important deliverable from the other side as well. This is what I had to say. I've already seen that a lot of questions have already come in. I've tried to address a lot of them as part of my coverage, and Girish has also covered a lot of them, but let's run through it at speed. First is on the EPS side. The calculations which Aminee have showed out there, the way we have done about it is in a very simple way. If we did not do this transaction, to if we were to do this transaction. If you do not do this transaction, there is a domestic commercial vehicle business that is running. This domestic commercial vehicle business has a particular number of shareholders, and it's got an earnings. Then what is the number it will generate as an EPS? Then the combined entity, along with the synergies, along with the unlimited pathways plan that has been laid out. We see the fundraise happening sometime next year. After the fundraise, I think the next two years, this business becomes EPS positive completely. It also pays down debt in the next four years from now in terms of the numbers. Therefore, that is how it is done. The multiple that we are paying is about 2x EBITDA compared to where Tata Motors trades at about 10x - 12x EBITDA. Therefore, from all the questions related to growth, Europe, and everything, it is actually there in the multiple itself. That shouldn't cause us stress in terms of how we are paying it. Macro environment in terms of EPS break-even, we have not assumed major growth as far as Europe is concerned. We want to be conservative, but that doesn't mean we can't do it. The reason the positivity is coming from the LCV portfolio and the buses portfolio and the trucks portfolio, which Girish eloquently explained, is because they are just about getting their portfolio act right and growth is starting to come through. Therefore, we should be able to see market share gains in these markets in a gradual manner. That's what we have done. Challenges in terms of integration, this is from Promote. Let's not underestimate. Two completely different cultures will need to come together. What gives us real optimism that we'll get it right is the way the teams have been engaging over the last six months. Sometime we started, sometime in January. It's been going on for the last six months. It's been an extremely open, transparent, and fun conversation we've been having with each other with a lot of understanding. There is mutual respect to the depth of understanding we have of the portfolios and the industry. We believe together, there is also a burning conviction to say that as we come together, we can really build a memorable business of scale and size. We understand the excitement is what will drive us, but we should be careful that we don't get ahead of ourselves. There's a clear governance plan that is being laid out, which we'll be discussing with the Iveco team. Now that we can go more open, we'll be in a position to converse, all subject to what the regulatory framework allows, which we can talk or not talk. Once we are clear that the deal is done in April, then I think it's a different conversation thereafter. We should be in a position to engage much more intensely thereafter. U.S.A. exposure is minimal. Sorry, Girish, go ahead. The U.S. exposure is just 1%. Yeah, yeah. U.S.A. exposure is minimal to nonexistent. There's only one thing, powertrains which are supplied to CNH in U.S. That's the only one, and that is already factored by the business in that it's part of their plan. No major impact there. In terms of EURO VII norms, Girish, you want to take that? Yeah. I think across the portfolio and in both diesel as well as gaseous fuel, the company is getting ready for EURO VII. EURO VII norms is not an issue. In terms of CAFE norms, there are two stages of norms. One is for calendar year 2025, which the company is meeting comfortably. The next one is going to come in 2030, as you rightly pointed out. Here, I think the company is getting ready with the portfolio in terms of both gaseous fuels. In fact, they are the leaders in gaseous fuels, but that alone is not going to be sufficient, and therefore, the company is also working on fully electric vehicles. I spoke about what is being done in light commercial vehicles to get access to electric vehicle portfolio, lighter architectures. Similarly, in medium and heavy duty, there's work which is happening on electrification. I think the real challenge is going to be about readiness of infrastructure in Europe and therefore adoption of electric vehicles by the customers. That's the challenge which is being discussed with the government by all the OEMs as well as the tier one suppliers who have invested in the electric vehicle technology. This is a space to be watched out for and how the government then addresses this particular request of all the OEMs put together. Yeah, balance. Thank you. I think question from Nishit. Nishit, I think I've covered a lot in terms of how we see this thing in terms of it is not just about geographical overlap. There's lots more to this than that. Your point in terms of how will you gain share from leaders, I think gaining share in commercial vehicles is a very fundamental play on innovation, service network, financing, staying power, getting it right, and repeating it again and again and again. Therefore, the only way to do that is to be in the market, spend time and invest in the market, and go forward. One of the reasons why, and Girish already talked about it, the TCO of Iveco is actually with the new launches coming out, starting to do very well. That's going to be the starting point of that, but it won't end with that. The fact that you have an established management team that's been methodically working their way out in the last two years also means that they are starting to see wins in different markets. We will win with that as we go forward. Wherever the kind of cross-muscle we bring into the equation would also help us compete in markets, particularly in Lat Am that we are looking at. That will also be a Lat Am is a growth market. Europe is a more steady market. That gives a portfolio mix for Iveco. If you see the overall today, we have 100%, sorry, 90%, 95% India. In a mix, this becomes 50% Europe, 35% India, 15% Lat Am, and elsewhere. If that 15% Lat Am starts stepping up in terms of numbers, then the shape changes. The diversification becomes even more. I see more synergies in the backbone of technology, in the backbone of procurement, in the backbone of supply chain. We will be delivering it in a differentiated way, in a portfolio-complete way in different markets. That is the way it is a larger business that you'll need to look at. Next is from. Apologies. Rakesh, I think. Rakesh, the combined entity. In terms of how the free cash flow and how the repayment happens, it's a combination of equity and debt. It's not only debt as well as monetization of Tata Capital's stake that we'll have in this. We are confident that in the next four years, you have already seen us deliver on our commitments. I mean, dare say that none of you believed it when you put it out there. We have delivered on our commitments. It's the same story here. We have a plan. We know we will deliver on that particular plan. It's our commitment we'll get there. Chirag, I think acquisition, how does it compare with JLR? Great question. Let me contrast it for you. From our readiness perspective, Tata Motors has never been in a better place in terms of readiness as we are today. Number one. Number two, from a portfolio perspective, this is a commercial vehicle portfolio which is quite sitting next to the current business that we have in Tata Motors. Iveco and Tata Motors are actually quite close to each other in terms of the price pyramids on which we'll be positioning ourselves. Therefore, there's more commonality that is out there. Third, in terms of the technology adoption, this is happening more gradually. JLR was a premium luxury, and Tata Motors was massive. It's very difficult to put that together. There are learnings that we had from JLR that we would want to retain. There are learnings that we have which we believe we can do better from that perspective. Rest assured, all of that will be part of the execution plan that we'll share with you once we have time to understand the company better. I think, Sonal, question in terms of why do you think you can create a why are we doing this? In fact, I can sense a bit of frustration in Sonal's voice. Group's challenging experience with Corus and JLR acquisition. In a business of this size and scale, it is important that we apply ourselves to solving big problems. We are not here to run a business for a quarter or two. We are here to create large positions. Yes, there would have been a challenge when we started JLR. Today, I would argue that this is probably one of the best acquisitions ever happened in Tata's history in terms of what it delivered for us. We bought a company for $2 billion, which today is generating profits of $200 billion. Therefore, I would argue that there is reason to take the effort that is needed. I would argue the same will happen with Iveco. There will be periods where the team needs to really stretch itself. The team needs to apply itself. The team needs to put effort. It's well worth it. That's why we are here in business. In fact, Balaji, if I can add, looking at the question, there is no comparison between the Daewoo deal and this deal. The Daewoo deal was far, far, far smaller. The Daewoo Commercial Vehicle Company is more of an assembler, right? Never ever have they had their own powertrain and drivetrain. In fact, FPT is the supplier of the powertrain to Daewoo. Therefore, I think there was a limited set of technology that can come from there. Although, since we have acquired Daewoo, we've ensured that we've been able to achieve synergies on the cabin. The cabin which is used for medium and heavy commercial vehicles in Tata Daewoo is the same Prima cabin that we use here. In addition to that, I think we've been able to launch our products in the light commercial vehicle segment in Korea by leveraging our ultra range. I think we have been able to achieve the synergy objectives in Korea, but Daewoo acquisition was much, much, much smaller. Thanks, Girish. I think there's some questions on funding. Let me take that. Instead of going individual person, I'll probably go themes-wise. Funding, what's the kind of mix that we are looking at? We haven't made up our mind completely on that. I would argue it's fair to assume that somewhere between 30% -40% of this funding will come from equity, and the rest will come from debt. We'll obviously engage with the rating agencies. We will ensure that that is tweaked, and which form it takes, we have time to decide. At the same time, identical to when we went debt-free, it will be a combination of self-help, monetizing non-core, and equity raise as well. Definitely, there will be an equity raise, and what form it takes, we will see as we go forward. Broadly, these are the kind of numbers we can work with. Cummins Technology, I think this is one topic that didn't get picked up. Can you talk about that, Girish? Where does this fit in? I think Cummins has been a very strong partner for Tata Motors Commercial Vehicle for more than 33 years now, and we are committed to them for using their engines in the medium and heavy commercial vehicle portfolio. In fact, just two years back, we have deepened this relationship by creating a step-down JV which is focused on development of zero-emission technologies, which includes H2Is, hydrogen fuel cells, as well as battery electric. Therefore, I think Cummins will continue to be an important partner for us in the medium and heavy commercial vehicles for the India business. Thanks, Girish. I'm conscious of time. I also see a lot of questions related to specific numbers. I would request if you could reach out to the investor relations team. We'll be more than happy to help you with understanding some of the numbers out there. I now need to draw this thing to a close. We are already touching 9:15 minutes. We have overrun. Thank you all for your probing questions, and please keep them coming so that we can help you understand it and, more importantly, realize the excitement that we feel inside in terms of what this can do to Tata Motors Commercial Vehicle. I don't want you to miss that particular excitement as you get to understand these numbers better. Thank you, and look forward to continuing to stay in touch. Thank you.