Ladies and gentlemen, good day and welcome to the business update call of Gabriel India Limited. This conference call may contain forward-looking statements about the company, which are based on the beliefs, opinions, and expectations of the company as of the date of this call. These statements are not the guarantees of future performance and involve risks and uncertainties that are difficult to predict. 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. We request all the participants to restrict their questions only to the subject matter of the transaction announced yesterday by the company. I now hand the conference over to Mrs. Anjali Singh, Chairperson. Thank you, and over to you, ma'am. Thank you very much. A good morning and a warm welcome to everyone joining on this call today. I'm pleased to share that the Board of Directors of Gabriel India has approved a composite scheme of arrangement. The investor presentation detailing this development has uploaded to the stock exchange and is also available on the company website. We hope you've had an opportunity to go through this. This scheme of arrangement marks a meaningful step forward in realizing our group's strategic vision, realigning the corporate structure to unlock synergies and enhance our competitive edge. Gabriel India is set to play a pivotal role in this transformation, serving as our group's vehicle for future growth and a platform for long-term value creation. With an ambitious group revenue target of 50,000 crores by 2030, Gabriel India is poised to lead the charge, redefining its legacy and setting new benchmarks in innovation, efficiency, and shareholder value. This scheme also represents a significant milestone in Gabriel India's evolution from a single product suspension manufacturer to a diversified technology-driven mobility solutions provider. In 2023, we took the first step in this transformation by partnering with Inalfa Roof Systems to enter into the sunroof business, signaling a strategic intent to become a multi-product company. Through this scheme, we aim to enter new product segments to mitigate concentration risk, forge direct alliances with global partners to co-develop advanced technologies and leverage synergies through scale and shared resources. This arrangement will position Gabriel as a preferred global OEM partner, expand our customer base, embrace cutting-edge technologies, and strengthen our aftermarket presence through a diverse product portfolio. By consolidating mature ventures under Gabriel's umbrella, we enhance scale without incurring additional debt, addressing investors' expectations around diversification and M&A. Ultimately, the scheme is expected to accelerate profitable growth with improved margins, deliver a very good earnings per share accretion, and generate higher returns on equity, creating substantial long-term value for our shareholders. With that, I now invite Mr. Mahendra Goyal and Mr. Atul Jaggi to provide an overview of the proposed scheme. Thank you very much. Thank you, Mrs. Singh. Good morning, everyone, and thanks for joining the call. So as you know, we have uploaded the investor presentation giving more details about the transaction. But for the benefit of everybody, I will take you through some of the highlights of the presentation. I'll also keep mentioning the slide numbers for the benefit of all of you. So I'll straight away jump to Slide number 6, where we will give the overview of the proposed scheme. So as you are aware that we have been actively evaluating organic and inorganic opportunities, I think from time to time we have been discussing about it in various forums and calls. So we have identified a few businesses and investments for potential acquisition through a scheme of arrangements which have been held by the promoters of Gabriel. So right now, we are looking at four entities: Anchemco, Dana Anand, Henkel Anand, and Anand CY Myutec. So I will touch a little bit more about them in the subsequent slides. So in terms of the proposed transaction, the next slide will give you more details of that. This is obviously subject to the key approvals from the creditors and NCLT, stock exchanges, shareholders, majority of minority, and the timelines that we are looking at are 10 months- 12 months, subject to the regulatory approvals. If you go to Slide number 7, it gives a more clear view of the transaction mechanics. So as a first step, the merger of Anchemco into AIPL happens. Then the business undertaking, the demerger of the business undertaking, which means the business of Anchemco and investments in ACYM, Dana Anand, Henkel Anand from AIPL into Gabriel. And then as step three, Gabriel issues shares to AIPL's shareholders. So Slide 8 shows the resultant structure post this entire transaction. So Anchemco gets merged into Gabriel. So in addition to the damper, shock absorber, sunroof business, we add the business of Anchemco. IGSS and the GEEC, which is the European R&D tech center, continues to be 100% subsidiaries of Gabriel. And Gabriel acquires stake 25.1% in Dana Anand, 49% in Henkel Anand, and 76% in ACYM. Now I'll go to the strategic rationale. So we'll jump on to Slide number 10, as also explained by the chairperson. So we are basically looking at transformation of Gabriel through either itself or through its investment from a single product company into a diversified product company. We are looking at enhanced collaboration with the foreign strategic partners and obviously achieving synergies through economies of scale and shared resources. As you are aware, domestic dominance and global presence has been a key pillar in the Gabriel strategy, so we look at expanding the customer base. We are looking at better supply chain synergies, leveraging the global relationships, and obviously the larger product portfolio, wherein we are also able to enhance our aftermarket presence. The third rationale is the simplification of the group structure, so this will consolidate the business of the merged undertaking of AIPL into automotive components, making Gabriel the growth engine for the automotive business in the future, and this also addresses the repeated queries of the investors on product diversification and M&A by bringing the existing matured JVs under Gabriel's fold. This helps Gabriel scale up without any leverage or cash outlay. Acquisition of EPS has been already accrued by the chairperson. We are looking at a 40% on a current scale basis and the enhanced ability to raise the funds for future organic and inorganic growth. I'll touch quickly, briefly on the entities. So Slide 12, if you look at Dana Anand, so it was established in 1993. The current size of the business is close to INR 2,700 with a healthy improving EBITDA margin of 16%. In terms of the product portfolio, axles and drive shafts with supplies to all the key UVs and the commercial vehicles customers. The stake, as I already mentioned, of AIPL is 25.1% current. Coming to Henkel Anand, again, a joint venture with Henkel Germany, a leading supplier of BIW and NVH product solutions to all the major OEMs in the country. Last year, revenue was around INR 900 with, again, an improving healthy EBITDA margin of 26%. Customer base I've already touched on. In terms of the return on investment and equity, I think we are looking at a very high number of about 60% in this particular case. The shareholding here is 49% AIPL and 51% Henkel. Coming to the third entity, which is Anand CY Myutec, again, a joint venture with CY Myutec of Korea. The AIPL stake is 76% here. Last year, revenue was little more than INR 200 with an EBITDA margin of 12%. Again, we are looking at a 22% proceed. The product categories here have been the synchronizer rings, both on the brass side and lately on the steel side and the aluminum forging, which is a very interesting product that gets added to the kitty. Last but not the least, coming to Anchemco India, this was incorporated in 2010 as a business unit of Anand Group. Last year, sales was around INR 330, again, a good healthy EBITDA margin of around 12%. Key customers being Tata Motors, Daimler, Mahindra. And the product portfolio for this entity is brake fluids, radiator coolants, diesel exhaust fluids, which is AdBlue, and PU and PVC in essence. Coming to the valuation and the emerging shareholding post this scheme, so we have two independent valuers, KPMG and BDO India. The fairness opinion was given by the ICICI Securities. We are looking at an EV EBITDA of around a little less than 8x in the transaction with a mentioned swap ratio of 1158 against 1,000 shares of AIPL. So post the merger, the promoter shareholding becomes 63.5% and the public becomes 36.5%. Slide 19 gives you a little more details on who all were involved in the transaction. As an advisor to Sagan Advisors was the exclusive financial advisor. Catalyst helped in structuring and scheme implementation. ICICI Securities, as I mentioned, for fairness opinion. KPMG and BDO as independent registered valuers and Quartus as a due diligence advisor. So that is a brief of the transaction. I would now request you to ask the questions. Again, my request again is that let us keep the question focused on the transaction and not get into the Q1 results because, as you know, the board meeting will be coming up in the next few days about Q1. Thank you so much. Over to you. Thank you very much. We will now begin the question and answer session. Anyone who wishes to ask a question may press star and one on their touch-tone telephone. If you wish to remove yourself from the question queue, you may press star and two. Participants are requested to use handset while asking a question. Ladies and gentlemen, we will wait for a moment while the question queue assembles. The first question is from the line of Jay Kale from Elara Capital. Please go ahead. Yeah, good morning and thanks for taking my question. And congratulations team for taking this step, which has been a long-standing wish of investors. My first question is, if you could just walk us through some of the considerations that were discussed in shortlisting these four entities to get into the consolidated listed entity. Was it that these companies had better synergies with the existing company? And in that context, how should one view the other group entities? And could that be in the offing in the coming years? Yeah, thank you. Thanks for the question. So of course, our group size is right now INR 20,000. And the companies which have right now we are consolidating, those itself around INR 4,000. And we consider the Gabriel size today, Gabriel itself INR 3,500 plus we have already a subsidiary company in Inalfa. So that itself when we put together the Gabriel, INR 4,000 plus additional INR 4,000 we are transferring through this transaction. So that takes care of almost 40% value of the group actually, which is being consolidated at the Gabriel level. So this is the first time which was fit from the product point of view, from the size point of view, enriching the shareholder value point of view, considering the JV. We have the joint ventures. What is the joint venture strategy in future? Considering all those things, I think this is something we found optimum at this stage, and later, of course, it all depends on how it is decided by the Gabriel board or management. Those things will be answered at an appropriate time. Okay, so most likely we should be probably like a starting step, hopefully. And then the second question is, if you could just, you've mentioned about group revenues close to INR 20,000 currently, expected target of INR 50,000 by FY 2030. Is it fair to assume that Gabriel incrementally should be having a higher growth trajectory given that incrementally a lot of new products will come into this entity? So is that a fair assumption for us to make? Yeah, I think Jay Kale made a comment, and you have seen the investor presentation, which is already uploaded, that there is a message very clear that the target is INR 50,000 and Gabriel is going to be a growth engine actually. So that is something of our strategy and which should answer the question which you have in mind. Okay, okay, okay. And also just one more question. Sorry to interrupt, sir. Mr. Jay, can you please come back in the queue? Sure. Thank you. Thank you, Jay. The next question is from the line of Mumuksh Mandlesha from Anand Rathi. Please go ahead. Yeah, thank you so much for the opportunity and strong congratulations on the major move to start the consolidation and simplification of Anand Group structure and with Gabriel as its front face of the group. So first, a question to Anjali ma'am, just can you share your thoughts at a promoter level behind this move of simplification of the group structure with the Gabriel entity as its front face of the group? Is it to unlock more value for the group? What are the benefits of having a listed company for the group? Yeah, thank you very much for your question. As a family, I think you can see with the change of guard and a far more aggressive outlook on the business now, seeing where we are in India, we feel very strongly that we're in a great position to build value for the Gabriel shareholder and also to use Gabriel as our vehicle for growth going forward. So I guess my answer very clearly is that yes, Gabriel is a vehicle for growth, and we see this as a first step on both looking at organic and inorganic opportunities for the company. Thank you, ma'am. Just on the group level, as we plan to grow 2.5x. So earlier, we had a plan to do one kind of M&A per year. Now, since we are also doing a lot of ICE and EV products with this new acquisitions, will Gabriel also see a much higher pace of acquisition? As a group, we always do two to three acquisitions per year. So should that also change with this new structure? Of course. Yeah, go ahead, Mahendra. No, my only answer there to starting point, and Mahendra, you can take the rest of the question. Of course, in conjunction with the Gabriel board and the Gabriel strategy as it unfolds, we hope to have positive movement in the future as well on new opportunities, of course, based on each opportunity that we look at. Yeah, Mahendra, please. Yeah, I think you have seen already that we started with Inalfa two years back, and then we added another business very recently, one of the small acquisitions, which is in the same product. So that's very clear for us. And the message which is already shared with all of you that Gabriel is a growth engine for us, and we continue to grow whether it is acquisition or this kind of opportunities through Gabriel, actually. So Gabriel is a growth engine that will continue for this kind of a restructuring and also for the future investment, whatever we will be examining, whether it is a joint venture or merger or acquisitions, basically. Got it, sir. So there are a few good, we have very good JVs which have added to Dana Anand, Henkel Anand, but where we have a minority holding currently. Is there potential over a period of time to increase the holding in this company and where can we have a more major shareholding? So we cannot have an answer to this question because there is a JV partner and we have their holding. So it stays as it is, basically the way we have our agreements, and there's no change which we are expecting anything in the current structure. Got it. Thank you so much for this opportunity. Thank you. The next question is from the line of Aditya Khetan from SMIFS Institutional Equities. Please go ahead. Yeah, congratulations to the group for the recent acquisitions. So just I have a couple of questions. First is, apart from the suspension and the sunroof business, what amount of market size opens up for Gabriel considering all the entities, Dana, Henkel, Anchemco, consolidated everything? Yeah, I think there is a lot of space available. I think it is deferred entity to entity. I think we have a lot of scope in Anchemco. We are not having too much of the market share, and that is the primary reason for bringing Anchemco into the Gabriel fold. So we can use the OEM strength of Gabriel. We can use the aftermarket network, which is very, very relevant for the business of Anchemco. So that is something which is, I think, a lot of opportunities from the market capturing point of view in the future. Similarly, from the synchronizer ring point of view, that currently we are fairly placed, but one of the recent businesses which we have started in the synchronizer company, Anand CY Myutec, which is basically related to the aluminum forging, and the Gabriel is very, very strong in the two-wheeler, which everybody knows here. And considering the Gabriel strength in the two-wheeler, and that product of the aluminum forging is directly adding synergy to the Gabriel business, and of course, the company which is being will be a subsidiary company. So that is what I think we intend to capture the market, and these are the businesses which will be directly attaching to the Gabriel sales as well. So I'll just add on one point to this. You know that I think we have been discussing about Gabriel's very strong share in the EV space, and you know the kind of valuation that we can do on the lightweighting with our current EV customers. So I think there are clear synergies which we have mapped, and we see these entities scaling up. And if you also look at these entities, these are all very well-run entities. The growth in the previous years, the data is already available with you. I think they have all been growing double-digit comfortably. So. Got it, sir. Got it. So my second question is, sir, in your presentation, you mentioned that in FY 2025, there would have been an accretion of EPS by INR 7 per share. So this is considering if all entities would have consolidated today. So on base business, INR 7 would have been added. Is this correct, sir? Yes. Yeah. Okay. So sir, just a direct question, how do you see the growth trajectory for the next two to three years, this INR 7 can be nine, nine and a half, INR 10 per share? So you know that I think we normally don't give any forward-looking guidance for that. But again, I think the data is available with you. You can see that these companies have been growing exceedingly well. They have been doing very well. But anyway, we will not be able to put a number to it. You can understand. Yeah. Just one last question, sir. In the presentation for the Anchemco business, the numbers which you have mentioned, the financial numbers, so they are the balances. So these numbers we have to directly add to the Gabriel. And the remaining numbers, sir, you don't mention that whether they are the balances or it is the complete figure of that company. So how should we look at it? For other companies and for Anchemco? The numbers are all complete numbers. Obviously, Anchemco gets added as it is, and all the other three proportionate to the shareholding gets added. So basically, that Anchemco is getting merged, so that top line added directly to the Gabriel, then ACYM becomes the subsidiary of the company. So we are able to consolidate like any other business in AIPL or anything else, and the rest of the business will be associates. And their profit will be added to the Gabriel, actually, directly to the Gabriel. Okay, okay. So sir, just one last follow-up. I'm sorry to interrupt. Sir Aditya, please come back in the queue for further questions. The next question is from the line of Jeetendra Khatri from Tata Mutual Funds. Please go ahead. Thank you. My simple question is, what is your market share in each of these four entities in their respective markets? That I wanted to know. Okay, so I think we are fairly covered. From the ACYM point of view, we are very well placed in the passenger car and the CV market. So this is something I would say from a market point of view, we can say we are doing very, very good market share here. Aluminum forging, we have to build up market for that. That's the opportunity which we want to encash with the Gabriel synergies. And Anchemco, I already shared, there is a lot of scope to improve our market share. So we have not so much of market share in this. And therefore, we want to use the synergy of Gabriel again to enhance the market share. And Dana, we are fairly, I would say, one of the leaders in this. And similarly, in the other business, Henkel, Anand, we are one of the leaders in this. So Dana and ACY, can you tell the exact number in market share since you are the leader there? Dana and ACY. It's very difficult to talk product-wise. We deal with multiple products, actually. So that's the reason I'm saying that we are the market leader. You can assume that there are three players. We are earning 30%-40% market share. So that's what the market leader point of view, basically. Okay. Thank you. Thank you. The next question is from the line of Viraj Kacharia, an individual investor. Please go ahead. Yeah, so this is Viraj from SiMPL. Just three questions. But before that, to Anjali and to Mr. Mahinder and Mr. Jaggi as well, thanks for this opportunity and congratulations on this initiative. I think even before this, we had seen a very good consistent execution playing out in Gabriel standalone. And with this new product, I'm sure it will further strengthen our flagship company in coming years. So congratulations to you and the team. Thank you. Thank you very much. A couple of questions. Thank you very much. First is on the broader path which we have taken with this new product initiative. I think one of the earlier thinking was that Gabriel will be the play for any new fuel-agnostic products. But if you look at some of the products which we have added with this restructuring, we also have a play in the EV component value chain. So just trying to get some more perspective, going forward, will Gabriel be the sole vehicle for any fuel-agnostic product, or we will also have a play in any EV product value chain? And a related question is, see, if you see some of the other auto component groups in India, there are a few players who have gone more global in terms of product acquisition and trying to be more bigger in specific product chains. Experience of them has not been that great. While a lot of other successful companies have focused more local and played either in terms of premiumization or import substitution. So for us, incrementally, where does the larger focus lie? So there are two questions on the path, and then just add one more question, but I'll just come back after that. So, Viraj, thanks for kind words. And so maybe I'll start with the first question. So as you know, we have been talking about, obviously, the focus has been EV-agnostic, I would say, the agnostic products. But again, there's nothing that is cast in stone. See, the reason why we have been talking about some of the pure EV products is because you know that, one, the market itself has not matured. The market size itself, say, in the passenger car segment, is quite small. Two-wheeler has grown, but it is also stagnant for quite some time. The technologies that are coming are very rapidly changing. So a lot of, obviously, capital inflow is needed. The technologies are changing. So some of these entities have to take time to get mature. And obviously, we would also like to see a consistent performance of the product and the entities before we take any call. That does not mean that, let's say, like an example that Mr. Goyal said, that aluminum forging. Now, while yeah, a bigger play can be there on the lightweighting side, but again, it is not only restricted to the EV. It is applicable everywhere. Even there are great opportunities, I can say, that are available even for the backward integration when it gets with Gabriel. So again, this is the thinking that is going behind it. Coming to the second point on local versus global, again, there's no restriction per se. Yes, any opportunity that comes, whether in India or outside India, gets evaluated from multiple angles. If we see the value for all the stakeholders coming in, we are more than happy to even look at opportunities outside of India. A couple of them, to be honest, we have explored. Unfortunately, they did not fructify because of some challenges that we could see. But otherwise, we are completely open on both the sides. Okay. Just one more question was on the synergies part, either in terms of margins or sales. See, I think we have been taking a lot of initiatives at the parent level also, strengthening of the leadership team, restructuring of businesses. And there's already some bit of sales interlink between Gabriel and some of those entities which we talked about, either in aftermarket or other ways. So I'm just trying to ask you, are there any low-hanging fruits, either in terms of synergies, you think, be it sales or cost, which can play out in the near term for you? And on a medium term, either in terms of qualitatively or quantitatively, you can talk a little bit more on the synergies, be it sales or capabilities or cost part? So I can give you a couple of examples, again, of the synergies that we see, I would say, in the short run. And obviously, you would understand that, I think, as the time unfolds, a lot of these things will become more clear, and we'll be able to share more. But again, sort of aluminum forging, fantastic synergies that we see with our strong presence both in the two-wheeler side and also with the OEMs. You know Gabriel has more than 70% share with the EV companies. So that relationship of last 10 years can very strongly support here. Aftermarket business, again, you know the network that Gabriel has in the aftermarket, not only restricted to two-wheelers, but also on the passenger cars aftermarket. A company like Anchemco, we can leverage any product that is available currently. AdBlue, the diesel exhaust fluid is obviously one of their strengths. But whether it is the brake fluids, whether it is coolants, whether it is the adhesives, we can use the Gabriel network, and we can leverage the short-term and medium-term sort of synergies. And as the time unfolds, obviously, we will look at adding more technologies and other things as time progresses. Okay. Just one request to Anjali. Sorry. No, it's just a request. Yeah, yeah. It's just a request to Anjali and Mr. Mahendra. Maybe we can see more active presence from the parent promoters, not every quarter, but maybe once a year. It will also be very helpful to understand your perspective in future as well, so just a humble request, and yeah, that's it. Thank you. Thank you. Appreciate your comment and well accepted. Thank you. Ladies and gentlemen, this will be our last question. It's from the line of Priya Ranjan from HDFC AMC. Please go ahead. Yeah. Thank you. And congratulations to both Anand Group and the management of Gabriel India for doing all this exercise. So I just wanted to have one question related to the how will be the mix change with all this between, say, two-wheeler, four-wheeler, I mean, Passenger Car and CV, etc.? Because that is one missing piece which we are not able to see in the presentation. Obviously, with Dana, the CV part becomes. Yeah, sorry. So I think it's, again, a mix of the products. You can see that when we are talking about why we are bringing this to it, it's adding many products to Gabriel from single product to the multiple product portfolio, actually. And from the market share point of view, it is adding now, basically. Whether it is CV, now Gabriel has been very strong in CV already. Now, from the Dana point of view, the Dana is, again, a very strong company. From the CV point of view, and Anchemco is also very strong in the CV segment. So you can see that the overall pie or overall strength of the Gabriel is increasing the CV segment. Now, look at differently from the other business point of view, the ACYM and, of course, the Henkel, they are primarily doing good business in the passenger car segment, actually. So that adds value in the passenger car segment, actually. So it is enhancing the overall, I would say, the market share for Gabriel in these products, whether it is passenger car or it is a commercial vehicle. Yes, right now, these businesses don't have any two-wheeler, much of the two-wheeler business. And that is what we said, that we will be now using the Gabriel strength to develop more products for the two-wheeler through with the Anchemco and through the ACYM, basically. Sure. One way I mean just to clarify is it more balanced between, say, passenger car, two-wheeler, and commercial vehicle now, rather than earlier it was more two-wheeler heavy? Yes. Yes. So definitely, especially the entities which will get consolidated from the top line point of view, they would add to passenger car and the commercial vehicle portfolio. And again, both the places, while they are very strong in both, there are opportunities on the two-wheeler side. But yes, you will look at a little more balanced portfolio, I would say then. Great. Thank you. Nice. Thank you. Thank you very much. Thank you. Thank you for joining the call. Thank you. Ladies and gentlemen, this was the last question. I now hand the conference over to the management for their closing comments. Yeah. Thank you all once again for your participation at such a short notice. As we mentioned earlier, we are truly excited about the future of the company. This step marks a significant milestone in our journey and is aimed at driving stronger, more sustainable value for our shareholders. At the same time, our unwavering focus remains on our core business, suspension systems, where we continue to pursue our vision of being one of the top five globally. This initiative is a complement to that core, allowing us to expand our portfolio and de-risk our overall business. Thank you once again for joining the call. Thank you so much. Thank you very much, everyone. Thank you. On behalf of Gabriel India Limited, that concludes this conference. Thank you for joining us, and you may now disconnect your lines. Thank you.