Ladies and gentlemen, good day and welcome to Tata Consumer Products and Tata Coffee Limited conference call hosted by Kotak Institutional Equities Limited. As a reminder, all participant lines will be in 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. I now hand the conference over to Jaykumar Doshi from Kotak Institutional Equities. Thank you, and over to you, sir. Good evening, everyone. On behalf of Kotak Institutional Equities, I welcome you all to conference call of Tata Consumer Products and Tata Coffee. We have with us the senior management team of Tata Consumer Products and Tata Coffee. I'll now hand over the call to Nidhi Verma, Head Investor Relations, who'll introduce the team. Over to you, Nidhi. Thank you. Thanks, Jay, and thanks, Kotak, for hosting us. Hi, welcome, everyone. I understand it's late in India and Asia, but we thought it's important to talk about this event. I'm joined by my colleagues, Sunil D'Souza, Managing Director and CEO of Tata Consumer, Mr. L. Krishnakumar, Executive Director and Group CFO, Ajit Krishnakumar, COO. I also have, from Tata Coffee, Mr. Chacko Thomas, Managing Director and CEO, and Mr. Venkat, Executive Director and CFO. As you all know, the purpose of the call today is to discuss the outcome of the board meetings of the two companies. I hope you've had the opportunity to download the presentation, which is available on our website and also on the stock exchange. If you haven't done that, we request you to please download a copy. For further proceedings, I now hand it over to Sunil. Sunil, over to you. Thanks, Nidhi. Like you said, we had back-to-back board meetings of Tata Coffee and Tata Consumer Products to consider a series of items. We've just filed with the stock exchanges the results of those meetings. Overall, this is between the two companies. We've proposed a group simplification exercise which we have filed for. To walk you through the group simplification exercise. I'm sure all of you are aware of the profile of Tata Consumer Products. We are an integrated food and beverage company with a rich heritage of Tata aspiring for a larger share of the FMCG world. Number two branded tea player globally. FY 2021, INR 11,600 crores. 200 million households reached through 2.6 million retail outlets. Among the top 10 FMCG companies in India. We are a branded company with big brands like Tata Salt, Tata Tea, Eight O'Clock, Tata Sampann, Tetley and Himalayan. Now, Tata Coffee is a company which has, again, a portfolio play there with extractions and instant coffee, branded coffee, green bean coffee, pepper, and tea. We are among the world's largest integrated coffee cultivation and processing companies, the second-largest exporter of instant coffee. A large international footprint where we import from 15, but export to 42 countries. We are also the exclusive supplier and roasting partner for Tata Starbucks. We have a majority holding in Eight O'Clock. We have three plants for instant coffee, including two in India and one in Vietnam. Processing units for coffee and pepper. Roast and ground units for Tata Coffee Grand, which is an online brand, as well as Sonnets. Plantations, 18 plantations for coffee and pepper of about 8,000 hectares, and six tea estates of 2,400 hectares. Now, this reorganization plan of group simplification is essentially to simplify, synergize, and align various initiatives, starting with two big initiatives of consolidation of minority interest from Tata Coffee and TCP UK Group in TCPL. Number one is a notification which we had already sent out, which the board has considered today, which was purchase of a minority interest in the U.K. business from Tata Enterprise Overseas through a preferential allotment by TCPL in the India entity. The second one was TCL combining with TCPL and a wholly-owned subsidiary of TCPL through a composite scheme of demerger and merger. Essentially this global simplification seeks to unlock synergies and build efficiencies in operations, enable faster decision-making, creates focused business verticals, and unlocks potential synergies. We look at our efficiencies in terms of corporate structure as well as significant reduction in number of entities. This enables faster decision and making and execution by converting minority interests and creating a single listed entity. This is also a stepping stone for further consolidation and simplification in the international business. As a result of this, we will create two extra business verticals for Tata Consumer Products. One is extractions, where we will combine the tea and coffee extractions, that we will now have and creating a dedicated plantation vertical. Unlocking potential synergies both from the front end as well as cost synergies with a single holding company for international branded business. The legal structure that we have in Tata Consumer, we had 45 legal entities which we now aim to consolidate over a period of time, which will help us align legal and management structures, converting all the minority interests of all subsidiaries into Tata Consumer Products. We will create a single listed entity, capturing the full value of the TCPL group, and this paves the way, as I mentioned, for further operational and structural benefits. The synergies would be in terms of revenue and distribution with increased product offerings to consumers to customers, where we've got product expansion as well as synergies on geographies that they operate in. More efficient use of management bandwidth, optimization of cost structures, better procurement and leverage on supply chain and other operational efficiencies. In terms of the reorganization, essentially we will do a demerger of the plantation business of Tata Consumer into the new wholly owned subsidiary of Tata Consumer Products, as step one. Step two is the remnant business of Tata Coffee, which is primarily the extractions, will be merged into TCPL. While these are two steps, they will be done almost simultaneously and therefore, the minority shareholders of Tata Coffee will receive a swap for the Tata Consumer Products share. The TCL shareholders on record would get in aggregate three equity shares of TCPL for every 10 equity share of Tata Consumer Products. As a result of this, we have very clear shareholding of TCPL and, TCPL would have a 100% subsidiary, a wholly owned subsidiary which holds the plantation entity. This is beneficial for both sets of shareholders. For the Tata Coffee shareholders, you get a broader play, in terms of participating in a larger branded consumer, products company with larger ambitions to become a full-fledged FMCG with multiple growth engines and strategic initiatives which drive a greater business outlook and of course, a company which is part of the Nifty 50 and a larger market cap and therefore more widely held. For Tata Consumer shareholders, there are synergies both recurring and one-time operational efficiencies in terms of management and administrative and this structure enables further simplification efforts and of course it creates greater focus because we have clear verticals of extraction and plantation and therefore dedicated and specialized management focus for the respective businesses. The second announcement was for purchase of minority interest in TCP UK from TEO. TEO owns 10.15% in TCP UK. With this swap, TCPL would own 100% ownership in TCP UK. As a consideration, TCPL will issue 7,459,935 equity shares, which is 0.8% stake computed post-dilution to TEO. This transaction is subject to the shareholders approval as well as other regulatory approvals as required. Just as a point, the previous transaction also is subject to all regulatory approvals, shareholders approvals and the NCLT process. As a result of purchasing the TEO stake in the TCP UK business, we will have 100% ownership in all core businesses of the company which enables us for the next round of efficient reorganization of the international business. Incidentally, the share issuance is at the same valuation as of the other transaction contemplated under the scheme. In terms of timeline, now that the board has approved, we will be filing it with stock exchanges, conducting a shareholders meeting to consider approval for preferential issue, issuing preferential shares, filing with the stock exchanges and receiving a no-objection letter, post which we will file with NCLT. We would then have the shareholders creditors meetings for approval of the scheme and the NCLT order. After that we'll have the appointed and effective date of the scheme, post which we will issue the shares, TCPL shares to the Tata Coffee shareholders. That's the broad outline of the scheme per se. Nidhi, back to you. Sure. Thanks, Anil. With that, I would request the moderator to start taking questions from the Q&A queue, or perhaps if Jai wants to jump in. Over to you. Thank you very much. Ladies and gentlemen, we will now begin the question and answer session. Anyone who wishes to ask a question may press star and one on their touchtone telephone. If you wish to remove yourself from the question queue, you may press star and two. Participants are requested to use handsets while asking a question. Ladies and gentlemen, we will wait for a moment while the question queue assembles. Anyone who wish to ask a question may please press star and one at this time. Our first question is from the line of Bharat Sheth from Quest Investment Advisors Private Limited. Please go ahead. Hi, good evening to you all. Sunil, is that just to understand, does the plantation business will remain separately under the 100% subsidiary of TCPL? Is that correct? Or later date also we may plan to hive it off? Bharat, essentially right now we are doing a de-merger and merger scheme of Tata Coffee. Tata Coffee has two pieces of businesses, plantations and extraction. We have just formed a wholly owned 100% subsidiary of TCPL, which will house the plantations business of Tata Coffee. We aim to create a dedicated plantations vertical to build efficiencies into the entire plantation space per se. But overall, between the international and this reorganization, it also gives us clean ownerships, which enables any further restructuring that we want to do at a later date. The purpose of asking this question is because what I understand, if you correct me, that any company having a plantation business, FII cannot have. There is a limit on the FII holding. Will that affect us? No, it's not going to matter at all. It only helps us to consolidate our plantation interest in an unlisted entity, which is a wholly owned subsidiary. We are looking to overall improve efficiency of all the verticals that we have. Right? Your second part of the question on hiving off and all that, there is no such plan at this stage. We are only focusing on simplifying and building synergies for different parts of the business. Okay. Thank you, and all the best. Thank you. Anyone who wish to ask a question may please press star and one at this time. Our next question is from the line of Jaykumar Doshi. Please go ahead. Yeah. Hi. Thanks for the opportunity. Sunil, would it be possible for you to give some color in terms of what are the synergies that you expect from this consolidation exercise, you know, and simplification both in India and internationally? If there is any tax benefit that you know, you were not able to utilize earlier, for the TCPL UK operations that you may now be able to do once it becomes a wholly owned subsidiary. Jay, thanks. Yeah. Effectively, this entire exercise achieves the following objectives, right? Number one, it aligns the corporate structure with management and administrative structures, converges all the minority interests of subsidiaries into TCPL level and a single listed entity. It creates focused business verticals and unlocks potential synergies. The answer to your question is, across the organization, like we have 45 legal entities which we are collapsing now, hopefully to about a 23-25 number. That's number one. Because of these cross-holdings across, we have issues on tax efficiencies, dividend repatriation and cash traps, right? We will be releasing a lot of these pieces as we go forward. Significant benefits will be in the places where we've got certain businesses which are tax paying versus some which could have tax offsets. There will be some efficiencies, but overall, the exercise is aimed to streamline and structure in terms of driving multiple pieces. In terms of actual numbers, at the end of this, our estimate is that we would be accretive on the EPS by 5%-10%. 5%-10% incremental in PAT. Just to clarify, there is an overall scheme of restructuring, of which we have announced two steps today, which is the kind of Tata Coffee demerger and merger. Second is the buyout of minority interest, right? The overall program of simplification also has further steps, but these are to do with the international and other parts of the organization for which both board and other approvals are still to be completed. The benefit that Sunil talked of 5%-10% is what we expect to start realizing once all this process is complete. That could be anywhere starting between 12 months-24 months. You know, the approval of NCLT takes time, but some activities we will start in parallel, because this is where we expect to end. Just to recap, in terms of benefits, the areas we could get benefits are, say, revenue synergies. For example, in extraction, we currently have tea and coffee extraction managed separately, and some of the customers are common. We could look to see how we build a larger, more synergistic extraction business. We are also looking at efficiency in plantation. As we combine international businesses, we will get some operating efficiencies as well. In addition to, because of the business reorg overall behind removal of minority interest that the subsidiaries are 100% owned, then it makes it easier and lower cost to make subsequent reduction in legal entity and simplify the international structure. We'll get operating savings and also some continued tax benefits. It's a combination of all this, and this is the first step, and we expect to complete the other steps over time. Thank you. That was detailed. Follow-up question is, could you explain us the valuation for acquisition of 10.11% stake, minority stake of the international business and how you have valued it and the rationale? The valuation has been done by professional valuers who have also done the swap ratio and whatever numbers are included in the sum of parts valuation for the respective parts of international has been applied. The same valuation for TCPL shares have been considered in arriving at the swap ratio. My understanding is the valuers use a combination of DCF, comparable multiples and other methods that they think appropriate. They have considered relevant transaction multiples, comparable trading multiples as well as DCF. Understood. If I calculate at today's price and 74.5 lakh shares that you'll be issuing, it comes to about INR 5,500 crores. Is there any cash in those entities or it is entirely? You have to refer it to the valuers. They have considered the latest financials and everything that is in the entity. Right. If there is cash in the entity, it is a usual valuation. If there is cash, that will be added to the DCF valuation. Right. Sure. Thank you so much. That's it from myself. Thank you. Our next question is from the line of Sumant Kumar from Motilal Oswal. Please go ahead. Yeah, a few clarifications. When we acquired Tetley, the acquisition cost was $450 million. When we calculate that, it is coming around, say, INR 3,300 crore, INR 3,700 crore. But today's price we are valuing this company INR 5,600 crore. What has changed over the years for the higher valuation of Tetley? I don't understand the question. The business has changed, right? Yeah, when we acquired Tetley, we acquired Tetley at, say, $450 million. If I'm not- No, please be clear. The business is- So, so- Obviously. Yeah, yeah. Okay. When- Today. Right? Yes. Yeah. Since 2000, when we acquired Tetley, the valuation was, we have given $450 million. Today at INR 5,600 crore around, we are paying $750 million. What is why the valuation is high from what we have acquired as asset? I don't think the overall operating performance of the company has increased over the years. Let me comment. Two things. Number one is this is a valuation done by valuers as, like LK explained, a logical calculation, and they've come out as a result of that. That's number one. Number two, TCP UK is not only Tetley, right? There is a multitude of other businesses which are there as part of that unit. I think, you know, it you can't do a detailed reconciliation. Like Sunil said, there have been new brands added. Teapigs is a good example of a brand which was not existing at that time. We also had the [inaudible] acquisition, and we know we made money there. That has changed the profile of the business. There are quite a few things which have changed. We got very strong market share in some geographies, though U.K. has been a bit of a challenge, as we've been saying. There are new opportunities and new markets that we are getting in and overall share of the new brands is growing. I mean, I'm leaving it to the valuers to comment, but in a broad sense, there have been quite a few changes. Okay. This Tata Coffee is a listed entity. Now, there is a demerger and merger with the Tata Global. This tea business, tea plantation business will be listed only or it will be delisted? It will be delisted. It will be held in 100% wholly owned subsidiary of Tata Consumer Products. Okay. The Tata Coffee will be delisted? Yes. Tata Coffee will continue to exist over time because. Okay. The plantation business will go to an unlisted subsidiary and the residual business will become part of TCPL. Right? It will be listed entity only? Sorry? The Tata Coffee residual part will be a listed entity or it will be delisted? Tata Coffee, the residual entity will be merged with Tata Consumer Products. For the two transactions, TCPL will swap 10 shares of Tata Coffee for three shares of Tata Consumer Products, effectively thereby cleaning up the listed part of Tata Coffee completely. Okay. Thank you so much. Overall, the financials is not likely to change significantly, only we have a synergy benefit of 5%-10%, and there will be no minority interest. Yeah, in the longer term, we feel that this will create value because growth prospects for some categories will be better. Yeah. Our shareholding of the Tata Sons is going to decline from 34.68%-32.8%. Correct? With all the transactions, including all the transactions. Yes. Dilution in gross shareholding. Yes. Yes. Okay. Thank you so much. Thank you. The next question is from the line of Richard Liu from JM Financial. Please go ahead. Hi. Thank you for taking my question. Just want to check, am I audible? Yeah, yeah, Richard, we can hear you. Yeah, thank you. Can you help me understand what percentage of the international tea business of TCPL is actually housed in this entity for which we are buying the minority stake? I'm just trying to understand where and what this is going to lead, because I don't want to put an arbitrary percentage, but substantially, all of the international tea business is what I would say. Okay. Essentially the whole international business that TCPL has, you know, that almost the entire thing is housed in this entity for which we are buying this additional 10% stake. There is some element of ownership of the coffee business, U.S. coffee business as well, right? So, some portion I think. But substantial part of the tea business is there in this. Yeah. Got it. Thank you. You know, with regards to all the coffee plantation, the estate, et cetera, that you know, that we are now transferring to this wholly-owned subsidiary, is there a stamp duty implication for the transfer since, you know, I guess there will be massive land holding involved, right? Richard, there will be one-time cost, but the one-time benefits will more or less negate the one-time cost. That's the way we look at it. Sunil, you know, I remember, you know. For example, the QSR part of the business you have got, you have taken it out of TCPL citing that, you know, that it's not really consumer product, et cetera. You know, is there really a compelling logic for you to bring the plantation business into TCPL? Could not that part have gone somewhere else? I mean, I'm not sure if there's anything else to house it, but why would we want this plantation piece into TCPL even though it is a 100% subsidiary? Richard, if I go to a Tata Coffee shareholder and say, "You know, I want to take out their extraction business and leave the plantations business there," that doesn't work, right? That's number one. Number two, leaving the plantations there in terms of a listed entity doesn't work because, A, market cap too small, B, all the related listed entity governance, et cetera. That's the number two. Number three, remember, ultimately we were consolidating in one form or the other the entire business of Tata Coffee into the TCPL financials. From that perspective it's no different. All that we are doing is now we are creating a dedicated set of verticals where businesses like extractions, which were done by two separate companies, come together, so we drive top-line synergies with consumers as well as drive back-end synergies and efficiency. For the plantations vertical we will drive efficiencies, et cetera. Again, like, the structures that we've created enable us for any other decisions that we might want to take in the future. As of now, the plantations stay in the 100% wholly owned subsidiary firmly in TCPL. EOC becomes 100% owned by TCPL now. That's correct. Okay. Last bit, you know, just to help me, you know, verify my calculation. The expanded share count for TCPL, after both these transactions get done, it will be what? I mean, is it gonna be somewhere around 953 million versus 922 million right now? Would that be a rough, proper calculation? Richard, we'll have to get back. I will ask Nidhi to get back to you. I'll talk to Nidhi on this, no problem. It's a simple calculation, but, fortunately, unfortunately, we've not done those numbers, right? We've not done that. Got it, Sunil. Thank you very much. Wish you all the best. Thank you. Next question is from the line of Sameer Gupta from IIFL. Please go ahead. Hi, sir, and thanks for taking my question. I have two. First of all, Eight O'Clock, you mentioned that the minority stake you'll be buying from this transaction, but I'm unable to understand. Can you clarify how that transaction is working? Because I think you had 79% consolidated stake in that entity. Eight O'Clock is partly owned by Tata Coffee and partly owned by TCPL, right? You're aware of that. Yes. Right? Okay. Now, in Tata Coffee, TCPL owns, say, 57-58%, right? So balance, say, I'm rounding it up to 60. Say 40% is held by other shareholders, right? Yes. That 40%. Once these other shareholders, that 40% of 50% is the 20% which is outside interest today when you talked of 79%. Right. When we give them shares of TCPL, right, then it becomes 100% owned. The entire minority stake is only in the TCPL ownership. That's how it will work, probably. I'll probably take this offline. Second question, sir, is that this 10% preference share is to Tata Enterprise Overseas, which is a promoter entity only, right, at the end of the day? No, Tata Enterprise Overseas is not a promoter entity. It's a stake in that company which I think an associate of a further subsidiary of the group has interest, but it is not in the promoter group. The majority ownership is with a public charitable trust, and this is for the larger benefit. It's not controlled by individuals or anything. Got it, sir. I'll probably get back with maybe on the Eight O'Clock question. I'm still not able to understand that. Sure. I'll take it up offline with you, Sunil. Thanks. Thanks. That's all from me. Thanks. Thank you. Our next question is from the line of Alok from Ambit Capital. Please go ahead. Yeah. Hi, Sunil and team. Thank you for taking my question. Essentially, my question was also on the Eight O'Clock bid. Maybe, you know, I'll just sort of verify what I've understood. So Eight O'Clock was, you know, 49% owned by Tata Consumer and 51% was owned by Tata Coffee. Now, if you are essentially merging Tata Coffee into Tata Consumer, then by default you will be issuing shares. So there is no other transaction specifically that is happening in Eight O'Clock. Only pursuant to this transaction, to the 43% shareholders, you will have to issue shares of Tata Consumer. Is that the right understanding? That's correct. There's no other transaction. From an accounting sense, what we do is after we have the group net profit, we remove the share of minority interest, right? That number will change. Got it. Second question was, you know, as we look at the, you know, segmental reporting of Tata Coffee, you know, be it in terms of, how they give it, you know. I'm sorry, just seeing that, segmental reporting. Plantation and value-added. So there's been an exceptional branded fall into, you know, value-added feature. If we want to now analyze in terms of margins, et cetera, how it will look post-merger, this is how we need to, sort of look at, or is there any other adjustment that we need to do? Yeah. Broadly, the extraction business is part of value-added, but we are yet to work through the exact segmental reporting and what we will do, because ultimately, remember, we've still got the entire NCLT process, et cetera, to go through before we get to that, reporting stage, right? Yeah. For the present, it will continue the flow. No, no. I actually understand that, you know, it will take another 12 months-15 months, but, you know, for us to sort of gauge the impact is what I was trying to come to. Okay. That's it. Thank you very much for this. Thank you. Our next question is from the line of Atri from Aditya Birla Sun Life Insurance. Please go ahead. Yeah. I just wanted to, you know, check with respect to the net benefit for the Tata Consumer shareholder you mentioned being 5%-10%. Could you just help us understand if, you know, it will be driven largely the efficiencies or it is more of an administration cost that will be, you know, kind of, leading to that kind of efficiency. Because that's quite a large number for this has been consolidated. It is driven by a mix of factors, which includes tax efficiencies, dividend and withholding tax benefit, as well as management and operational cost synergies, which we will derive. On revenue. Apart from the top line revenues, like I mentioned in terms of the extraction business combining the tea and coffee, right? Yes, it is a large number, and that's precisely the reason why we are driving for this and going through the whole process of NCLT, shareholder approvals, et cetera, because we do believe there's substantial money on the table. After this, is it fair to assume that in taxation related, you know, benefit will be largest of all this, you know, from the overall, you know, number of areas that you highlighted? We're not commenting. We have a lot of steps to complete. I think there's opportunity in all these areas. Some of which we need to do more detailed work. This is an initial estimate. I would not say one is larger than the other. It's driven by, you know, overall business rationale of bringing businesses together, simplifying, and the simplification will give us both business benefits and some tax benefits. Okay. The second question is with respect to, you know, the interest, you know, the additions in the TCP UK. Is there a precursor, you know, in context of planning to take it 100% and think about future plans in that business? Or it's just, you know, simplification of the overall structure? As of right now, it is simply simplify, synergize, scale, and get to a very simple structure which is efficient, release management bandwidth, derive synergies, plow it back into the business for growth. That is exactly what is being driven for. Okay, understood. Thank you very much. Thank you. Our next question is from the line of Amit [inaudible] from Elara Capital. Please go ahead. Yeah. So my questions are answered. Some queries I will take it up with Nidhi. Thanks. Thank you. Our next question is from the line of Tejas Shah from Spark Capital. Please go ahead. Hi. Thanks for the opportunity. My question is to Sunil. Sunil, since you took charge of the company, you have always maintained consistently, in fact, that M&A in any form, you'll see from two lenses, which is one is strategic and another is financial. Now, strategically you explained here, but financially when you see, one core part of our narrative for last one and a half year has been that it has to be around capital efficiency part. We have always defended our past capital efficiency track record on the ground that incrementally it will actually improve. If you can give some understanding on how it will actually lead us in this direction, this transaction. On this one, actually, Tejas, there is no change in overall capital deployed from the company, right? I mean, there is nothing that we are doing. In fact, if anything, we are extracting synergies out of this entire structure, both revenue as well as cost. In those terms, the efficiency goes up. There is no additional deployment. It is just simplify, synergize to derive better efficiency out of the capital that is already there in the business. It does change nature of the business more in terms of commoditized or B2B in some form versus B2C that we are chasing aggressively for last one year. That's one way of looking at it. Tejas, the other way of looking at it is we are already consolidating Tata Coffee into our financials any which way. We are already exposed to, if you call it commoditized, commoditization. We are already consolidating it and exposed to it in a form. All that we're doing is we are making it much more efficient. That's number one. Number two, on the extraction business, we do believe that it is not only commodities, there is more to the game. If you look across the globe, there is more consolidation happening in terms of players offering a broader portfolio across tea, coffee, botanicals, the whole extractions play. We do believe by putting these two businesses together, we will be able to build a much stronger business. That's number one. Number two, in terms of margins, it is significantly more attractive than some of the other commodity plays that you are referring to. Sure. Thanks and all the best. I'll take some of the questions off then. Thanks. Thank you. A reminder to our participants, please press star and one if you wish to ask a question. We have the next question from the line of Alok Shah from Ambit Capital. Please go ahead. Hi. Thanks for giving me the opportunity for the follow-up question. My first question was, you know the name of the new company that we have made is TCPL Beverages & Foods Limited. Now, essentially, at this point in time, the biggest asset there is plantations. Do we, you know, probably have a game plan that, you know, considering the fact that we use beverages and foods both, do we need to think more into that at some point in time, you know, look at the back end for your compound base into this, or that's maybe too much at this point in time? If you read the scheme documents, which will be available soon, it's just a company that we had this year using. Over time, we are planning to revert the name back to either Tata Coffee or some other name that we decide. Right? That's what I want to say. Okay. Sure. I haven't got a chance to look at it. Okay. My second and final question is, when you talk about the valuation for the U.K. transaction deal, I think to one of the previous participants you answered that, you know, they're referring to valuation methodologies, arms and et cetera. Then, you know, the valuer also values at that point in time the value of Tata Consumer's, or it is based, say, last two weeks, six months average, et cetera. For the INR 755 price, you know, how does the valuer get that? Is what the question. That's also they have their own methods. Of all the methods I said is equally applicable. They value both. They arrive at. They recommend the swap ratio to the board, right? There is valuation and there is a fairness opinion which has been provided by Kotak and ICICI respectively. There are two valuers involved in PwC and SSPA, and a fairness opinion for the swap ratio for respective companies has come from Kotak and ICICI. Okay. Got it. Thank you very much. Thank you. The next question is a follow-up question from the line of Jaykumar Doshi. Please go ahead. Yeah. Hi. Thanks for the follow-up opportunity. My question is that, you know, you talked about simplification from 45 entities, legal entities to 22, 23 now post this restructuring exercise. Is there room for you to simplify the structure further, or you think after this exercise you'll be done with, you know, you have the most optimal structure? Jay, effectively, with the two items that we've announced today, which is effectively the prep issue and buyback of the TEO stake and swapping it into TCPL, number one. Number two is Tata Coffee merger scheme and getting it into one legal entity. This is step one and two in the whole game plan to simplify the structures. Like LK said, after this, there is a series of steps to be taken over the next 12 months-24 months, post which we will come to the 22-23 sort of number in terms of entities. The reason why we are not fixed on 22-23, because there are various options to consider as we go forward and choices to make where we finally land up. That said, after that, there is further scope for simplification beyond that. This is, as of now, what we are able to structure and execute is the 22-23 number. The thrust will be to continue to look for options to keep looking at efficiencies, bringing the number of legal entities down, as long as there are tangible benefits on the table in terms of either management bandwidth or cost efficiencies or some other efficiencies to be released. Perfect. Thank you. One follow-up for LKK. Sir, did I hear it 5%-10% accretion at PAT level or is it EPS level? Because there's some dilution as well. It's more, it won't matter if the dilution is marginal. I think we are really talking about the creative, right? Yeah. Yeah. The dilution is marginal, not going to be significant. It'll still remain within that band, I think. Won't make any difference. We were talking about creative. Understood. Thank you so much. Thank you. A reminder to participants, please press star and one if you wish to ask a question. We have a follow-up question from the line of Sumant Kumar from Motilal Oswal. Please go ahead. Yeah, just a clarification. We have seen the total number of shares, 922 million shares, and when we're considering the three shares for Tata Coffee, ten shares of Tata Coffee, the shareholders of Tata Coffee are getting a free share of TCPL. So that is coming around 56 million shares and you are issuing to Tata Sons 7 million shares. So total number of shares is coming around 985, and the dilution is 7%. When you are talking about the PAT level synergy and all is a 5%-10%. Correct? So net-net is- Take it offline. I don't think your numbers are correct. If you can take it offline, please give your calculation to Nidhi, and we'll look at it and comment. Yeah? Thank you so much, sir. Thank you. Ladies and gentlemen. We have our next question from the line of Chanchal Khandelwal from Aditya Birla Capital. Please go ahead, sir. Thanks for this opportunity. Sunil, just wanted to. I don't know whether you'll be able to take this question in this forum, but, since the structure has been simplified, wanted to pick your brains on the international business. I mean, you have Eight O'Clock and Tetley both now. Well, if you want to divest, the structure is clean. Any thoughts on how and. Because the focus on, of the company should remain on the India business. Any thoughts which you can help us understand how will you consider it, or what's the thought process of international business? Chanchal, we've always maintained saying that the international business is a decent size, profitable, cash generating and value creating business. If anything, as a result of this business, we make it much more efficient and much more profitable per se. The board from time to time continuously looks at different options available and makes strategic choices. As of now, we will continue to look at focusing on the international business, driving for growth, increasing market share, especially in tea, jump-shifting our trajectory on market share on coffee in the U.S. Yes, there is money on the table which we are taking off. We will continue to look at simplification and continue to look at all strategic options when we go forward. That's clear. The only reason I'm asking this again is that even if you are globally selling the tea business, and the tea business is a lower growth business, from a global perspective, and given your India structure is the capital allocation and the time allocation would be much more better here is my point. Chanchal, every company has different perspectives and different criteria for decision making, right? There are companies globally which have sold the India business and bought out, and there are vice versa as well. I wouldn't comment on that for now. For now, I would just say we are simplifying, synergizing and helping scale the international business and make it more profitable. Sure, Sunil. I'll leave it at that. Thanks, and wish you all the best. Thank you. That was the last question for today. I now hand it over to Ms. Nidhi Verma for closing comments. Over to you, ma'am. Thanks. So thanks, everyone. I recognize that we gave you a very short notice, and there was a lot to digest. Request you all to go through the presentation and materials that we have shared, and I hope we were able to answer some of your questions. For any follow-up questions, please feel free to get in touch with me and we'll try to answer it. Thank you so much again for spending time so late in the night. Thanks. Thank you very much. Ladies and gentlemen, on behalf of Kotak Institutional Equities, that concludes this conference. Thank you all for joining us, and you may now disconnect your lines.