Okay. Thank you very much for joining this call this morning, which has been organized at a short notice. There was tremendous interest in the investor community on the latest acquisition that we have made of St. Charles Consulting Group. There were certain clarifications that we wanted to give, as well as answer questions, and also explain the transaction much more in detail. This meeting is being recorded because it has to become a part of transcript as per the regulations and to that extent, we would also have the transcript available at the end of the meeting, and it will be updated on the website. Without further ado, I would hand you over to Sapnesh Lalla, who will take us through the whole. A short slide presentation which explains the rationale of the deal as to how we are going about it and the whole earn-out structure. With that, over to you, Sapnesh. Thanks, Vijay, and thanks everyone for joining. We appreciate your time and interest in NIIT and the inorganic activity that NIIT is pursuing. This discussion is specifically around the acquisition of St. Charles Consulting Group, a company based out of Illinois near Chicago. The company, as I mentioned, is based near Chicago in Illinois in the United States. The company serves 12 out of the 15 top global management and strategy consulting companies globally. It has longstanding and trusted relationships with its customers. Some of their customers have been with them for upwards of 10 or 12 years. The company has been in operations for 20 years overall. They are seen as a strategic learning partner to the global strategy and management consulting companies. These include the top four and others. St. Charles Consulting Group has a network of 500 management strategy and learning consultants in their consultant network, and several of them are used on different projects depending on the skill set and the requirements of the projects. Their solutions use a number of different practices that they have, but overall, their solutions are targeted to creating strategic learning interventions for their key customers. As I have mentioned to you in the past, when NIIT's inorganic strategy focuses on adding new capability, new markets and new geographies to its existing portfolio of offerings. The St. Charles acquisition adds a new market segment to NIIT's list of customers or list of market segments, the market segment of management and strategy consulting firms. This market segment is known to spend significantly more than average on L&D. They spend approximately 2.5 times on L&D as compared to average Fortune 1000 companies. It also creates a new capability for NIIT by way of which NIIT would get a seat at the table when strategic learning interventions show up, or when organizations, Fortune 1000 organizations, are looking at strategic learning interventions, NIIT would have a seat at the table and have the capability to create and deliver those. As I have mentioned in the past, talent transformation is in the top five agenda items for every CEO. This additional capability will give us significant strength and create distance between NIIT and its competitors as we look at large annuity relationships with our global customers and global prospects. This is a slightly more detailed view of what I just said. As you can see, it adds a new market segment as well as a new capability for NIIT. From a financial perspective, the company did approximately $21 million in calendar year 2021. This was up 57% year-on-year, predominantly on the back of pent-up demand with their customers. The company expects to continue to grow at a reasonable pace in 2022, given that it continues to have momentum. The company operates with a very lean structure. Like I mentioned, it has a network of over 500 management and learning consultants, and the margins are likely to be accretive to CLG margins. This acquisition was completed for a fixed consideration of $23.4 million in return for 100% ownership stake in St. Charles. The valuation was a 7x EBITDA multiple for projected 2022 numbers. The balance is likely to be paid as an earn-out over the next four years. We have capped the maximum to $65 million and given the management team an opportunity to earn more by overachieving on the base case. I think overall the deal would be profit accretive, margin accretive to an NIIT CLG business and if they were to meet their stretch goals, they would be growing at a growth rate which is in line with CLG growth rates. At this point in time, I'll conclude my prepared comments and then open it up for any questions, Diwakar. Thank you, Sapnesh. We'll now open the floor for questions and answers. As I mentioned, people that might have a question can put their hand up. A kind request, limit yourself to only one question in your first round. In case there are no further questions, I'll come back to you, and I'll be extremely strict about this. So with that in mind, the first question comes from Vimal Gohil of Alchemy Capital. Vimal Gohil? Yeah. Thanks. Thanks a lot for the opportunity and, congratulations to the NIIT team for the acquisition. Sir, I just wanted one clarification on the earn-outs. So these earn-outs will be broadly distributed at, I mean, the INR 41 million earn-out will be broadly distributed as INR 10 million for the next four years. After taking that into account, are we saying that this acquisition will be accretive? A couple of things. I don't think I said that the earn-outs would be distributed INR 10 million a year. There is a structure that we have created, which is a progressive structure. The cap for the total would be approximately INR 41 million, and that would be achieved when the management team is able to achieve a stretch goal. I think you had a second question. What was the second question? No. I just wanted to clarify that given that, I mean, after the earn-outs, do we stay our assumption of this acquisition being accretive to margins is after considering the earn-out payments, right? Yes. Got it. Perfect. Thank you so much, sir, and wishing you the best again. I would actually like to correct that a little bit. The earn-out structure is at- Through the capital account. INR 65 million. INR 65 million is a cap, which is a cap which has to be declared as per accounting norms and booked as such. That is for overperformance. The acquisition will be accretive even if they meet their base projections. They will be margin accretive if they even meet their base projections. Right. Okay. The next question is from the line of Shraddha Aggarwal. Shraddha, you can unmute and ask your question, please. Yes, sir. Just one question. Is there any client that we are already dealing with, or is there any client overlap with the acquisition that we've done? No, none with CLG. You said that you would be now working with 12 of the large 15 consultancy companies, professional consultancy companies. Yeah. Strategy and management consulting companies. What is the scope of cross-selling that you see in CLG overall because of this acquisition? Like. Yeah. Sorry, go ahead. No, no, please go ahead. Like I pointed out, the strategy and management consulting companies as a vertical spend significantly more than what an average Fortune 1000 company spends per employee per year on L&D. The capability set that St. Charles has today is focused predominantly on strategic learning interventions. NIIT has a significantly broader capability set. Given that, we see two areas of synergy. One area which would be obvious is to add the capabilities that NIIT has to St. Charles' capability so that their share of wallet from their existing customers can increase. On the other hand, NIIT CLG business has 70 other customers, and a lot of them also are looking at help from the point of view of strategic learning interventions. With this capability, NIIT will get a seat at the table to pursue strategic training interventions. There is a significant synergy opportunity. The next question comes from the line of V.P. Rajesh. V.P., please go ahead. Thanks for the opportunity and congratulations. Just one question. What is the revenue and EBITDA for St. Charles for the first three quarters of this calendar year? Till those numbers are completed for the year, we would rather not talk about it. We will talk about it for the quarter and period till then, or at least the quarter that they are going to be with us, as we declare results for our Q3. Okay. If I may just ask one more. That year-on-year, would you say the revenues have grown this year? Yes. They are likely to grow at a reasonable pace. Okay. For the first three quarters also, right? That's right. Okay. Thank you. All the best. Thank you. Thank you, V.P. Appreciate you kind of keeping the question list short. The next question comes from the line of Nagraj Chandrasekar. Nagraj, please go ahead. Hi, am I audible? Yes, Nagraj, go ahead. Hi. Good morning. Thank you, and congratulations for what looks prima facie a very good acquisition. Thank you. Just wanted to understand. You've been fairly candid about cyclicality in the L&D industry revenue-wise in your core business. I'm wondering if management consulting firms who benefit and obviously go up and down with, say, the U.S. economy as a whole would the L&D spend by them even more cyclical than our base, the rep base of customers as a result. Because they do well when their clients are doing well and spend more on consulting assignments with them. Just wondering if what happened in 2008 with St. Charles what happens when the U.S. economy is weak with this company. Thank you. See, I think cyclicality or training being a discretionary expense doesn't change. It is a discretionary expense, whether it is being expended with St. Charles or it is being expended with an NIIT. I think the interesting part, like I pointed out with strategy and management consulting companies, is that expertise and skills are at the core of what they do. If they are not skilled or they are not providing expertise, their value diminishes at a remarkably high rate. Therefore, they spend significantly more on training. I would agree that the L&D business globally is cyclical. It is a discretionary expense. By broad basing our market segments, we will be able to not just improve our overall spread, improve the number of customers that we are able to have, as well as customers who have potential to spend a lot with NIIT. I would agree that the fact that L&D is a discretionary expense would continue. The only other point I would make, which is specific to this sector, is there are a couple of things that make it more robust from an L&D spend as compared to others. I would say two things to that. One, I have mentioned they spend a lot more than others. They, in addition to being regulated themselves, also have to spend a lot of time and energy on regulation and regulatory training with respect to the industries that they serve. The proportion of regulatory and therefore mandatory training that's there in strategy and management consulting firms is significantly higher than some of the other sectors that they serve. Thank you. That's very helpful color. Thank you. Thank you, Nagraj. The next question comes from the line of Rahul Jain. Rahul, I've unmuted you. Please go ahead. Rahul, you there? The line is muted. Yeah. Hi. Hi. Can you hear me? Yeah. Yeah. Sorry for that. See, I have a question that you said on the top end of year or not, they will deliver similar to our CLG business. However, the revenue growth in the past has been much slower. Is it led by the thought that the growth will be much larger in a synergistic way? And secondly, on the amortization, if you could give the run rate that we may see on an incremental basis. You didn't come through clearly. Okay, I'll repeat my question. I said, in one of your comment you said the growth rate on the top end of the earn-out would be similar to our growth rate in the CLG business. We have not seen that kind of growth in the years that you have mentioned the financials for the business. Is it led by synergistic growth or they used to grow at that pace earlier? Oh. No. Let me clarify. Like I pointed out, last year they grew at 57%, which was to some extent aided by the pent-up demand. The stated goal for the CLG business is to grow at 20% on a year-on-year basis from a long-term perspective. There are times when CLG has grown at a rate that is higher than that. There are times when it has grown at a rate that's lower than that. The long-term, mid-term expectation is that it grows at a 20% rate. In terms of St. Charles, in the past, they have grown at a rate that is higher than or in line with CLG's growth rate. Their maximum earn-out is capped at a rate that is significantly higher than that. Did that answer your question? Yes. Yes. The second part of the amortization. What was the question on amortization? Like, what would be the incremental amortization charge that would come because of this integration? Oh, how will we do the goodwill and. Yes. IP accounting. Yeah. That is work in progress. I think in the end of quarter three results, or quarter three results you will get a clearer picture of that. Yeah. All those are below the line in any case. Right. Thank you. Those were my questions. Thank you, Rahul. Much appreciated. We have our next question from the line of Nimish Shah. Nimish, go ahead. Yeah. Thanks for the opportunity and congratulations. You mentioned that post this acquisition you will have a seat on the table for the Fortune 1000 companies looking for strategic learning intervention. Does St. Charles currently have that as a segment or they are only catering to the consulting companies? At this point in time, a very large percentage of their business, so upwards of 85%, comes from strategy and management consulting companies. Like I pointed out, we have 70 customers and we are adding 16-20 customers each year. This capability is a capability that is very interesting for our customers, and they will be able to leverage it to the hilt. By doing that, we will be able to get a seat at the table as they are thinking of strategic training interventions. Understood. Any if you have any numbers in terms of what can be the addressable market for this? Like I pointed out, we have 70 customers and all of them would have such a need. In Fortune 1000 at least till yesterday there were still 1,000 companies, and all of them will have such a need. Like I pointed out, talent and talent transformation are the top agenda items for CEOs given all the transformation that's going on. We expect that this acquisition and this capability will help us help our customers address their key talent transformation issues. Understood. Thank you. Thank you, Nimish. The next question comes from line of Sameer Dosani. Sameer, go ahead. Thanks for the opportunity. Can you just, you know, throw some light about the competitive intensity in this, you know, you know, in which the company operates St. Charles? Thanks. That's a very good question. I think, if you think of our key competitors, and we've talked about them in the past, they include IBM, Accenture, Raytheon, Conduent and General Physics. With the exception of General Physics, all others, interestingly enough, compete with the top management and strategy consulting companies. It is our belief that the competitive intensity for the work that we do within the management and professional management and strategy consulting companies may actually be lower. Okay. For example, for a PwC to hire Accenture for training, would be an interesting thought. Understood. Yeah. Also, can you just clarify? I think I couldn't get your, you know, statement around 7x EBITDA. I think you said something about the valuation. If you can just clarify that. Sure. The valuation, base valuation is based on projected 2022 EBITDA, 7x projected 2022 EBITDA. The earn-out is capped at achieving goals that are higher than the projected numbers. Okay. Okay. Over the next few years. Okay. Just one clarification. You know, already this company, St. Charles, is already working with top 12 of the top 15 consulting companies. Where do you think the growth will come from in these companies? Because competition is already low if you are already there with all the existing customers, I mean big customers that are relevant. If you can just throw some light on that. Sure. So first off, the here and now growth opportunity would be to grow the wallet share in each one of their customers. Again, these customers spend a lot of money on L&D, and with the expanded set of services, they have a great opportunity to do more with their customers. The second area would be geographic expansion. All of their customers are global firms, but today their operations are predominantly U.S. based, so there is significant opportunity for growth in other geographies where NIIT has significant strength, which include Europe and India. A number of the strategy and management consulting firms have very significant go forward plans for India as well as overall expansion. Thank you, Sameer. The next question is, a follow-on from the line of Shraddha Aggarwal. Shraddha, please go ahead. Yeah, hi. Just wanted to check on the client concentration of St. Charles. I mean, how much do the top clients contribute to their revenue? Yeah. If you look at their top 10 customers, they contribute about 80% of the overall revenue. The second thing I would say is that as you look at each one of their customers, the way their customers are organized is as different entities and several times working quite independently. Sometimes while their revenues from a named customer get consolidated, but they're actually being delivered across four or five or six of their entities, which work quite independently. The next question is from the line of V.P. Rajesh, which is a follow-on question again. V.P., go ahead. If you can share the calendar year 2019 and 2020 revenues and EBITDA margin for this business. Give me one second. Let me look them up. About $15.5 and $13.2. Calendar year 2019 was $15.5 million. Calendar year 2020 was $13.5 million, approximately. These are approximate. Approximate numbers. Line. The margins have been in line with CLG margins of approximately 20%. Okay. Thank you so much. Given there are no further questions, I think I'll hand it back to the management for the closing comments. Sapnesh? I think there's one question coming from Miss Puranik. You want to ask? I just saw a hand raise up, but yeah, I mean, Sapnesh, go ahead. Okay. Thanks, Diwakar, and thanks, everyone, for joining. Your questions were very insightful and, as always, we appreciate your time and your questions. They allow us to dig deeper and think differently. We appreciate you both asking questions and spending time on NIIT. Thank you. Thank you so much. In case there are any further questions, clarifications on this, you can write to the investor relations team at NIIT, and we'd be happy to kind of come back to you with clarifications and, you know, we're always available to kind of give any information that you might want. Thank you so much. Have a great day, guys. Bye. Thanks, Diwakar. Thank you. Thank you. Bye. Thank you. Good.