Ladies and gentlemen, good day and welcome to conference call of Motherson Sumi Systems Limited. 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. Please note that this conference is being recorded. I now hand the conference over to Mr. Vivek Chaand Sehgal. Thank you, and over to you, Mr. Sehgal. Thank you. Good afternoon to all the analysts and investors who have joined us today. First of all, a very happy new year to all of you, and I pray and hope that all of you are keeping safe in these uncertain times. We are very excited to join you today to discuss the next chapter at the Motherson story, which we call Motherson 2.0. We are bringing all the Motherson together by simplifying our group structure at the behest of all the investors and also my specialist, my analyst friends. An improved structure will help us to grow further, create greater synergies, and be of more value to our stakeholders. We would like to thank the shareholders for their immense trust, support in approving this transaction. We had an overwhelming positive response to this transaction with over 99.4% of the shareholders voting in favor of this in April 2021. In this journey, we are going from one listed company, Motherson Sumi Systems, to two. Samvardhana Motherson International, which we in short call SAMIL, and Motherson Sumi Wiring India, which we call MSWIL. We have a good track record of providing returns to our shareholders with a 34% CAGR return since listing in 1993. The best is yet to come. Each of these companies have a very bright future with exciting growth opportunities. In fact, we have grown 35% year-over-year for the last 28 years. Vaaman? Thanks, Vivek. SAMIL is already one of the largest auto component companies in the world with nearly $9 billion in revenues last year. With the restructuring, SAMIL will now own 100% of SMRPBV and still hold 23% of MSWIL, thereby being able to gain benefits from the best of both worlds. In addition, the new non-automotive divisions like aerospace, health and medical, logistics, IT services will all come into SAMIL as well. India continues to be a primary market for us and accounted for 20% of revenues in H1. Profit-wise, the share was a bit higher at 40%, which, unlike many of you believe, is less than 20%. In addition, there are businesses such as Lighting and Electronics, Precision Metals, and IT services, which are also very much India-based and focused. We believe SAMIL is well-positioned to benefit from the global mega trends such as the automotive electrification across our product portfolio. Sales for EVs are already over INR 1,100 crores in H1, which is about 3% of our global revenue. In addition, we have won orders for EVs across all our key business lines. Overall, we are very confident that we will keep reaching new heights. With this, I will hand over to Mr. Mital to discuss MSWIL. Thank you, Vaaman, sir. Motherson Sumi Wiring India, MSWIL, as we call it, will be an India-focused joint venture with Sumitomo-san to provide the latest and most relevant products locally in an expanding and fast-changing market. It draws from a strong parentage from both SWS and SAMIL for access to technology, market insight and localization strengths built over several years. Our wiring harness business in India is a great example of increasing content per vehicle. It is well-positioned to gain from industry mega trends, including the transition towards electrification. The revenues have increased 400 times in the last 11 years, and car production is up 40% in the same period. It has carved its position as the most trusted partner with its customer. It has and will continue to invest in people, technology and facilities ahead of time to remain aligned with future needs and continue its efforts to remain the most preferred partner of our customers. I hand over to Chaand Sir now. Thank you, Pankaj. With Motherson 2.0, we are ready to continue our mission to be a preferred solution provider for our customers in a rapidly changing, unpredictable world. With deep faith in our ability to shine, at the same time, we have our leverage levels firmly under control with an ability to tap into both debt and equity markets as need arises, which makes us well-positioned for growth, both organically and inorganically. Overall, we firmly believe that the best is yet to come. I hand over back to the MC for any questions and answers if you have any. Thank you. Thank you very much. We'll now begin the question and answer session. The 1st question is from the line of Kapil Singh from Nomura. Please go ahead. Hi. Good afternoon, sir, and wish you a very happy New Year. My question was on the new businesses that we have talked about, Lighting and Electronics, Precision Metals and Modules, and some of the other ones like aerospace, logistics, health and medical, etc. If you could just talk about from your point of view when we look at Vision 2025, where for SAMIL we see the highest revenue potential. I do understand you are looking at inorganic opportunity as well. If you can give some color on that, you know, whether you are including that or not. Look, our targets for the group already include all the companies together. Whether it is MSWIL or it is SAMIL or even those which were not part of Madhusudhan Solutions, erstwhile Madhusudhan Solutions Limited. But yes, I think we are very excited that the inorganic opportunities are increasing dramatically. As you see, the COVID has carried on now for the second year. In fact, the third year has already started, and we still don't see the end to this particular happening. I think yes, Madhusudhan will get today a lot of opportunities for acquisitions also. But also the growth per vehicle will continue in SAMIL for sure. Wiring harnesses as Pankaj already alluded to, the electrification, the wiring harnesses for hydrogen fuel or whatever is your fancy, those particular things will. We have the relevant technology together with Sumitomo-san, so I think we will do quite well on that. Pankaj, Vaaman, would you like to add something to this? Yes. Yes, go ahead, Vaaman. Yeah, I think Vivek covered most of it. I just think that, look for the new businesses as well, we've already announced an acquisition in aerospace and we have to also be cognizant that we've gone through a major restructuring. Now that the restructuring, everything has been done, we've pretty much cleared the path for us to grow in these new verticals. Like Kapil said, the best is yet to come. Now we are kind of very free to go after some of these acquisition opportunities. Of course, we can only go through with them if we find those opportunities with the 40% growth. Okay. If you could talk about one of the acquisitions that we have already done, CIM Tools, if you could give some color on what is the vision with which we have done this acquisition, what is the potential and value addition possible over here? Sorry. Are you talking about CIM? C-I-M? Yes, that's right, sir. Okay. Vaaman, can you take that? Sure. Look, we had a specific call on that when we announced this acquisition. It is our first step into this aerospace division. We said it's very important for us to showcase our customers that we are serious about this. This is again our 1st acquisition that we have done, which creates the path for much larger ones to happen in the future and also to establish ourselves as existing suppliers with the large aerospace players. We believe that in a five-year period we can grow this business substantially and also deliver a 40% growth. More will be disclosed once this acquisition is closed. Okay, sir. Thanks. I'll come back in my queue. Thank you. Thank you. The next question is from the line of Jay Kale from Elara. Please go ahead. Yeah. Good evening. Thanks for taking my question, and wish you a very happy new year. So my 1st question is regarding one of the slides on wiring harness of SAMIL, where you mentioned that you have got orders on the EV buses as well as passenger vehicles in India. So, you know, global EV buses, we understand that SAMIL would have got it through PKC. But just to understand on the passenger vehicle cars in India, shouldn't that be happening through DWH or is it that you've written that in the SAMIL portion because you have a proportionate share in DWH as well and then DWH would have got those orders? If you can just clarify your way forward for EV passenger cars in India for the wiring harness piece. Through which entity would they be getting the orders? Pankaj, can you take this? Yes, it's MFL for India. You're right that when we consolidate it in a way, when we put it up, it is as the whole company, and since it's around 33% by SAMIL. That's the reason why it is put together. Understood. Fair point. And just on the 2nd portion, you know, also you mentioned that on the mirrors business, you have a 1/3, more than 1/3 market share in the EV side of it as of today. So if you can just provide some color that, you know, it, this would be a little higher than your current ICE market share in the mirrors side, right? I mean, you would be having around 24-25% odd market share, if I'm not wrong, on the ICE side of it historically. So, you know, what differently are you doing on the EV space? Or is it just too early to conclude that you will continue to have such a high market share on the EV space since, you know, there are more, you know, OEMs coming into this space? There are some different solutions that you all are supplying to the EV side of it, because of which you all are able to garner higher than your company average market share for the EV side of it. If you could speak a little bit upon that. I think you're asking the question also yourself, so are you giving us options? Are we playing KBC over here now? Look, on the lighter side, but I think what is important for you to understand is that there are a lot of new players that have come, and that's why the market share might seem to be different. I'd still give it back to my expert commentator, Mr. Vaaman Singh. Can you take this or Rajat? Vaaman? Yeah, I can take it. Rajat, if you want to add anything, feel free to add. Definitely, we were one of the first movers to supply to the electric vehicle manufacturers. It was a key focus of ours because we also knew that, you know, they'd be more open to introducing a lot of new technologies. So we have definitely been there since the start, and we are growing. Definitely as the other car makers are catching up and introducing more electric, we have seen SMRP BV's order book also in the high 20s for electric vehicles. You know, this will continue to change as the electric gears up. Definitely we have a very attractive portfolio for the electric manufacturers, and that's why we already have a head start in there, and we aim to continue to lead that segment. Yeah. Maybe I can add a little bit from here. Thanks, Vaaman. This is Rajat here. Look, I think, as Vaaman said, definitely we had the first mover advantage. We are there with the largest electric car makers. We are also adding more and more new EV OEMs into our portfolio. I think that is a continuous pipeline that we have. We have gone out there, taken the contracts, delivered. Because there are different expectations of these OEMs as well. They don't have the technical capability to deliver the design themselves, so they're looking at people who can do it for them. There are also different requirements that they want to bring more features and more content because they want to create differentiation. I think that is again, somewhere where SMR can add a lot of value. All of these factors are coming together to, you know, to reflect these numbers, what you see in our current market share and also the order book that we have. I understand. Great. Thanks and all the best, and I'll come back in the queue for more questions. Thanks. Thank you. Participants, you may press star and one to ask a question. The next question is from the line of Raghunandhan NL from Emkay Global. Please go ahead. Raghunandhan NL, may I request you to unmute your line from your side and go ahead with the question, please. Good evening. Good evening, everyone. Thank you for the opportunity. My first question was to Pankaj, sir. Sir, continuing on the question for the EV wiring harness business, can you provide some color on the EV orders for the wiring harness won by the company in Indian passenger vehicles? I mean, currently there are only a handful, three OEMs who are selling EVs. Are we catering to all? What is the initial thoughts about the kind of content increase? If you can also talk about Sumitomo's capabilities in the global e-mobility segment and whatever you can share will be very helpful. Thank you. Go ahead, Pankaj. Thank you, Mr. Raghunandhan NL. Well, we can't share the customers specifically. Yes, I mean, as we have mentioned that, these are orders for the passenger cars, which will be the EV cars. We are there not just in the passenger cars, but in all other segments as well, which includes the two-wheelers or the buses or the trucks in India as well as globally. That's how it is, and it is not just one car maker. That's all I can say just now. It's more than one. Pankaj sir, one more thing on DWH. DWH PPE or net fixed assets is around INR 156 crore in FY 2021. In comparison, standalone net assets was around INR 1,700 crore. You know, from standalone business, less than 10% of assets is transferred to DWH. Does it mean that a majority portion of components is still supplied from standalone? Also, if you can give some color, what could be the size of gross block for DWH and CapEx requirements ahead for this entity? I would suggest that the finance team answer this. G.N. Gauba and Kunal, can you please take this? Yeah. We said rather this side, happy New Year to you and, the entire team on the call. As you are aware that, when we had gone for approval seeking the demerger and the merger reorganization plan, we had clearly stated that the land and building, which is where the facilities of wiring harness are housed, will stay with the wiring, Understood. That would form, you know, the reason for the lower share of transfer of assets. Just, sir, would it be possible to share what could be the size of gross block and generally what would be the range in which the CapEx requirements are there at DWH? I mean, at an appropriate time, yes, we will be sharing that. As you know, we have in the past also discussed this, that more than 60%-65% of the CapEx in India was going towards land and building, which is being kept for the existing facilities within MSSL. As we move forward, we will share that information as the CapEx plan for each of the segment. Thank you, Gauba sir. Overall it will remain the same as what we have guided. It doesn't really change so much. Gauba? Yes, sir. Overall, the CapEx which we had guided earlier also. Yeah. Will remain the same. It won't be changed dramatically or something, will it? Not really. We had guided for this year for INR 2,000 crore. So we should be in the similar range, INR 2,000 crore-INR 2,500 crore, excluding acquisition. Because of the currency and some of those aspects, it may be in that range. The CapEx in India has always been lower at INR 200 crore or less. The larger part of the CapEx, as was the case, will go into land and building. Good. Thanks. I hope that helps. Yeah. Thank you, Gauba ji. That's very helpful. My last question, can you give some indication of the regulatory process ahead? I mean, the 17th is the record date for demerger and then the merger, and finally the listing is in March 2022. Does it mean that temporarily the shares will not be trading or suspended from exchange and they would resume trading in March? I mean, is that the right understanding? Kunal, can you take that please? Yeah, sure. Look, on the seventeenth of March, the demerger will occur. For every one share in MSSL, one more share of MSWIL will be issued to your shareholders. And the ex price of MSSL would be available on the fourteenth of January when the actual ex-date happens. We understand from the exchange that the F&O side, the contracts will expire on the thirteenth. And NSE will come out with its, you know, guidelines around it in a day or two is what we understand. On the listing side, MSWIL will then require an IM to be submitted to the stock exchanges, which could anywhere lie between, you know, 30-60 days. Hence we are saying at the upper end, probably as soon as the stock exchange approves it's available for listing, which could happen anywhere between 30-60 days. SAMIL will merge on the 24th, effective, and the price will continue. The shares will be issued to SAMIL shareholders on the 24th. But the stock will obviously be trading from 14th onwards. Thank you. Thank you, Kunal. That was very helpful. I'll come back in the queue. Thank you. Participants, you may press star and one to ask a question. The next question is from the line of Jay Kale from Elara. Please go ahead. Thanks for taking my question. Just one question, if you can just throw some light on, you know, how the value creation for the SAMIL shareholders of, you know, the equity separation part that you've mentioned in your slide, in terms of around 5%. If you can just give some granularity on what has been considered for that calculation. Kunal, can you take that please? Vaaman, you wanna start? Sure. I can take it and you please add. Yeah. Look, with the reorganization at SAMIL, there was 49% of the SMRP BV comes into this new entity now in which we're calling the new SAMIL. Also you have to keep in mind that 33% of the wiring, domestic wiring harness business of MSWIL is also with them. In addition to the old SAMIL businesses which are coming into the new entity, where we talked about before the automotive lighting, precision metals, and also the non-automotive new verticals of aerospace, health, medical, IT services and logistics, they all now come, you know, into the new entity of New SAMIL. If you want to put this in perspective, if you take the H1 profit after tax of INR 455 crore, roughly INR 90 crore is added from the 49% of SMRP BV coming in, and INR 60 crore was from the 33% stake in MSWIL. The EPS accretion for SAMIL shareholders is roughly 5% for 12 months ending September 2021. This way we believe the profit is higher by 5% after the increase in the share count. Overall, if you're just looking at the share of the minority shareholders across both the companies, SAMIL and MSWIL, this deal has added about roughly INR 200 crore in EBITDA attributed to the minority shareholding for the twelve months that ended in September 2021. You know, this goes to show that there's been a ton of value that has been created for shareholders, whichever way you guys want to look at it. Kunal, please add if I've missed anything. No, that was completely fine. Thanks. Yes, thanks for this. This is helpful. Thank you. Participants, you may press star and one to ask a question. The next question is from the line of Ronak Sarda from Systematix Group. Please go ahead. Hi. Thanks for the opportunity. My question is on the new entity, MSWIL, on the wiring harness side. Is there any clarity on the new lineup of management there? Also, will we have more financial information historically, you know, more detailed financial information? Because we have the prior financial information on the PNL side. But will there be more financial information shared? I think definitely we will keep as much as we can offer to all our investors and you can rest assured on that. You know, Madhusudhan is a very transparent company, so we'll maintain all the things that we have done in the past. Of course, there'll be some things which have been first time will be made available to all of you. From there we will take a feedback if you need more or you don't need more, then we can base it on that. Definitely transparency is our biggest weapon in Madhusudhan. Kunal, you want to add something there? Look, we've just formulated these companies now. We will come back to you on the board management construct, et cetera, as we progress from there on. Okay. Come back to you with those structures as we move ahead. Some of the echoes of this we were anyway spoken about earlier, if you remember, around, I think April, May, June last year. That we will finally construct a board where the independent directors between MSWIL and SAMIL are different. That we will certainly ensure. Right. The rest of the board structure pretty much remains the same. Sure. Sure. Yeah, that's it from my side. Thank you. Thank you. Participants, you may press star and one to ask a question. The next question is from the line of Jinesh Gandhi from Motilal Oswal Financial Services. Please go ahead. Hi, sir. Thanks for taking my question. My question pertains to data points on what will be the gross block and net worth of SAMIL after the merger of the holding company? Absolutely. I think, you know, all these things will be answered very soon once we get our auditors and everybody approval on that. Laksh, can we give any color on this or we have to wait? Kunal? Vivek? Yes. Yeah. Yes, sir. We have to wait for some time because as you know the transaction is just approved in the last week of December during the Christmas holidays. We are in the process of doing a purchase price allocation. You will have more information on this one soon. In terms of transparency, you already have MSSL balance sheet as well as SAMIL annual report in the public domain. Each quarter we have been giving more information including on DWH. As you know, these are very long drawn. Our accounting process has become far more complicated than it used to be earlier in merger accounting. Right. That's fair point. Thanks. I'll follow back. Thank you. Thank you. Participants, you may press star one to ask a question. Anyone who wishes to ask a question may press star one. The next question is from the line of Amyn Pirani from J.P. Morgan. Please go ahead. Yes. Hi. Thanks for the opportunity. My question was actually on the way that you have actually reported the verticals on a consolidated basis, because historically we've seen your reporting being more on a legal entity basis. This is a new way of, you know, looking at the company, which is actually quite interesting. Just wanted to get a sense, is this the way, you know, you would be reporting, and is this the way you want us to look at the businesses and the company going forward? Very good question. Vaaman, Kunal, Mugdha, please. Yeah. I can start and you three can add. Definitely, you know, this is a slight change, but I think you have to appreciate that, you know, we have quite large targets moving forward. For that we will be doing multiple acquisitions. Constantly only going back by viewing them entity-wise will not give you the big picture. We believe that the way we are driving the business with these verticals and these divisions becoming what is key should give you more insight into how Motherson is working. Surely we're open to hearing from you if there's any improvements and things that we can make, we can always consider that. This is no different to how the rest of the, you know, global auto components are also structuring their business. As we grow larger, it gets that much more difficult to go entity-wise. We also appreciate as family comes together as one whole, you know, this definitely will also reduce the number of entities that are there. This will, we believe, give you the clearest picture on how business is going, and we're very open to get your feedback. Look, if I may just add, if we were to look back, this is the first time when the entire group has been unified. The fact is there are different pieces of capability that were developed in different parts of the group for a variety of different reasons that you are aware about. By putting it all together and now giving you a vertical view, we are able to tell you how we have added value in the different verticals. That hopefully will give you a better appreciation of the way, you know, the businesses are being run in family, and for you to be able to see a continuous improvement along these verticals. Again, this was also, as Vaaman put it, we would appreciate if you guys have any feedback around it, we'd be very happy to consider those. The prime objective was to give you better color, better transparency on the direction of the business across these respective verticals. Sure. No, this is a I mean, I would agree this is a very interesting way of looking at the divisions because you know, then you get to understand you know, what you're doing globally in every division. My only thing is you know, I think if not entity level, I think people will still want to know what's happening in the major countries. I'm getting that you will continue to give the country, broad country breakup on a quarterly basis that you're doing for SMRP anyway. People will get a sense as to how India is doing and how Europe is doing on a- Yeah. High level. Yeah. I mean, it's there in the presentation as well. Yeah. Country breakup we have provided, which we do intend to continue as well. Great. Yeah. That's helpful. Amyn, do you have any follow-up questions? No. That's all from my end. Thank you. Thank you. The next question is from the line of Chirag Shah from Edelweiss. Please go ahead. Yeah. Thanks for the opportunity. Congratulations for finally closing out the legal hurdles on the deal. A lot of effort has gone into this. Just one question. You explained things very well. The new presentation that you have shared is really encouraging, and it is something very different way of looking at it. The vertical breakup that you have given, if possible, please continue with that. If possible, if you can share some historical data also on this, it would be helpful for us to understand various businesses in this particular way that we are highlighted. That's one feedback, sir. Second question is just an accounting question. When you give the family number that you have shared in the pro forma in wiring harness, say for example H1 H22, which is like INR 10,754 crores. Now this includes 33% of MSWIL also? Kunal? Yes. The revenue numbers will include, because it's for the group as a whole. The profit will obviously take out the minority interest. It will only have 33%, right? It will not have the entire, correct? The wiring harness revenue and EBITDA number that you have said would have a pro rata share, right? No, no. In case you have, you could refer to slide 20. Slide 20. Which gives you a picture of what the aggregate is. Mm-hmm. Which includes 100% of MSWIL at the top, but then reduces it. Okay. Okay. To bring it back to the reported numbers. Okay. It's 100%. That is, wiring harness revenue has 100% of M, of the DWH business. Is that right? That's right. Because, look, we are looking at it in one pie. I mean, when the business is being run, we are not looking at the legal structure to say, you know, this is 33% owned and that is 50% owned and 100% owned. It's being run as a business division which does not take into cognizance the shareholding pattern that exists. Okay. This is helpful. This helps. All the best. Thank you very much. Thank you. Thank you, Chirag. Thank you. Participants, you may press star and one to ask a question. The next question is from the line of Jinesh Gandhi from Motilal Oswal. Please go ahead. Sorry, a follow-up on the earlier question. DWH will be consolidated in SAMIL as a subsidiary or as an associate? I mean, will it be just the share of profit will be added, or it could be line by line consolidation like a subsidiary? Yeah, Jinesh, it will be on equity method. Yeah, got it. It will be on equity method. Okay. As Kunal explained, when we are managing the wiring harness business, we are managing the full turnover. We are not there as an investor. While from an accounting point of view because of board composition or so many other factors, it may be accounted on an equity method, but from a revenue point of view, the full revenues are being consolidated, including for Kunal joint venture or the other joint venture. We have given the reconciliation to reported number by saying that these are the JVs which are consolidated on equity method. Those revenues are there, that much, on slide 20. Sure. For the year report going forward, it will be on equity method where share of profit only will be consolidated. Got it. Yeah. Thanks. Thanks a lot. Thank you. The next question is from the line of Joseph George from India Infoline. Please go ahead. Thank you for the opportunity. I have two questions. One is, could you tell us what the headcounts of the standalone entity was before the demerger, and what will be the headcount of DWH? I mean, you know, how many people would transfer into the DWH legal entity? Wow. Does anybody have these numbers, Vivek, for the- Sorry. Sorry, Joseph. We will get back to you because it will not be fair to just give a number. Sorry about that. We just got. Okay. No problem. The second question that I had was, you know, in the previous PPTs that you had shared, I remember seeing an EPS accretion number, which was $0.08 or $0.09, and here, in this PPT, on a trailing twelve months basis, I see 5%. Any particular reason for which the accretion has come down? Is it because of fall in SMR BV profits in the last quarter? If you can attribute any reasons. Sorry, I do. George, those were for the quarter. This is for the LTM period, so there is a period difference between the two. Obviously there has been a hit on account of, you know, how the revenue streams have played out in the offshore businesses, relative to the onshore businesses. The operating leverage is obviously much different in different parts of the world. Sure, sure. Does it also mean that, you know, in slide number 16, you highlighted that India accounted for 20% of revenues and 40% of PAT. When those overseas businesses normalize, this 40% number will come down. I mean, it's a corollary. Well, look, it's a moving piece. Your guess is as good as mine. I don't know what tomorrow is going to look like. We will only be looking at this to understand how our business is performing. What is amply clear is that 40% number at the bottom line, in my view, is not going to shift by more than 5-7% ±. The top line number can obviously undergo a humongous amount of change depending upon, you know, how the revenue stream in the offshore businesses play out. There is a fair amount of bought out components that also exist on the offshore side. Those also start playing a role into it. Many variables, difficult to predict. What is clear is profit is what I can tell you, as well as the fact that India continues to be a very important market. It's the home market. It's where majority of the new SAMIL businesses have also popped in. It's traditionally been our market of testing things out, learning and then going from there on. That importance of India is not going away in our strategy. Understood, Kunal. Thank you. Thank you, sir. Thanks. Thank you. As there are no further questions, I will now hand the conference over to Mr. Vivek Chaand Sehgal for closing comments. Thank you very much. Thank you all for all your questions. We hope we have been successful in trying to let you understand what the future is going to be like. I think with the separation of these two, the start of these two companies from now, a new chapter begins. We have been kind of held back because of all the how do you say, you know, government regulations and things like that. As soon as we come back to our normal good sync, you will start to see that the best is yet to come. Wish you all the very best. Keep safe and keep healthy. Thank you all. Bye-bye. Thank you very much. On behalf of Motherson Sumi Systems Limited, that concludes this conference. Thank you for joining us. You may now disconnect your lines. Thank you. Thank you. Thank you. Thank you. Thank you. Thank you, sir.