Adani Infra (India) Limited (PSPPROJECT.BO) Earnings Call Transcript & Summary

November 20, 2024

BSE Limited IN Industrials Construction and Engineering m_and_a 67 min

Earnings Call Speaker Segments

Operator

operator
#1

Ladies and gentlemen, good day, and welcome to PSP Projects Limited Investor and Analyst Conference Call. [Operator Instructions] Please note, the conference is being recorded. I now hand the conference over to Krishna Patel. Thank you, and over to you.

Unknown Executive

executive
#2

Thank you, Steve. Good morning, everyone, and a warm welcome to discuss on yesterday's corporate announcement of the share purchase agreement. From the management, we have with us Mr. Prahaladbhai Patel, CMD and CEO; Mr. Hetal Patel, the CFO. Please note that today's entire discussion will be covered by the cautionary statement. Anything said on this call which reflects the outlook for the future or which could be construed as a forward-looking statement that we reviewed in conjunction with the risks that the company faces. I should now hand over the call to Mr. Prahaladbhai Patel for his initial remarks post which we shall open the floor for Q&A. In the interest of all, we only request all the investors and analysts to ask a maximum of 4 questions in order to provide a fair chance to all the participants in the call today. Thank you, and over to you, sir.

Prahaladbhai Patel

executive
#3

Thank you, Krishna. On behalf of the management and my team, I would like to thank you all for joining us today. I warmly welcome you all for this conference call to discuss the [indiscernible] that we announced to the [indiscernible] in the market post the distribution only to address all the investors [indiscernible]. Over the 15 years, PSP Projects Limited [indiscernible] have operations. The one we have been able to make this market in the sector as a credible content with the full focus on building value product [indiscernible] time. [indiscernible] through various business factors adjusted to changing market and continuously delivered an operating manager performance over the years. We reached the stage of [indiscernible] contracting in India. As an objective to a next step of growth, your company has entered into or agreement baseness with Adani Group [indiscernible] offers a full concentration and after [indiscernible] the opportunity it presents. As per the agreement, [indiscernible].

Operator

operator
#4

Just sorry to interrupt. Can you just move a bit away from the mic, please. Your voice is muffled.

Prahaladbhai Patel

executive
#5

Okay. Post we open offer for 26%, both the companies will maintain equity of the company in the Adani Infra (India) Limited and PSP [indiscernible] Adani portfolio, which is owned by 100% by Adani. Adani Infra will get equal rights and representation on the board. The business operations, acquisition, the management in PSP Projects will continue to function as before. PSP Projects will continue to focus on public as well as private projects across the building space. With this partnerships, we foresee larger visibility over the company. Currently, we are at an order book of INR 6,546 crore. We expect a multi-point construction order book going forward as Adani portfolio for companies that are in faster across ports, airports, data centers, realty et cetera. Adani portfolio of companies is looking to invest USD 100 million as CapEx over the quarter next decade. Please note that -- note the transaction remains subject to customary approvals and the ability for including completion of an open offer. To summarize, we strongly believe this partnership will benefit the companies toward long-term growth of project. We are positive on the future of the company. We intend to work with complete dedication towards the execution of our projects and build both a [indiscernible]. This strategic decision represents a giant leap forward in our pursuit of growth and increased shareholder value. With this, I then propose to turn over the call to the moderator to open the floor for question and answer. Thank you.

Operator

operator
#6

[Operator Instructions] The first question is from the line of Parikshit Kandpal from HDFC Securities.

Parikshit Kandpal

analyst
#7

Congratulations on the deal. So my question is -- first question is on if without -- if this deal had not happened, if it was status quo, so -- and now it has happened, so how will it change in terms of ordering? So what is the order book right now from Adani? And since you have got into the deal and given them stakes, so what kind of visibility you have over, say, next 2, 3 years from incremental ordering coming in from the Adani Group? And will it be only building segment? Are you also looking for some other segments because you mentioned in the press release about USD 100 million CapEx from the group of companies. So is it largely going to be a building segment only or you will diversify into some other segments?

Prahaladbhai Patel

executive
#8

See, as far as PSP is concerned and as far as Adani is concerned, [indiscernible] is majorly for building. And as I see buildings there into reality, they're co-pay based in Mumbai, they are based in Hyderabad, they're based in Delhi. Of all these 3 centers, we have to [indiscernible]. Second part is therefore, that is also part of the building. Third part is data center, that's also part of building. And there are 2 industrial projects which are in Kandla. So now company is focusing more on technology, and that's the reason this whole agreement has been run with PSP. [indiscernible] in terms of putting more and more technology in the company. So we [indiscernible] since last year that has been the better example for them to understand how can we be a good partner for the future. So we are already coming 3 to that plant, 1 in [indiscernible], 1 in Mumbai and 1 in [indiscernible].

Parikshit Kandpal

analyst
#9

I'm unable to hear you, sir. Your voice is very -- operator, the voice is not clear. There's a lot of disturbance coming, right?

Prahaladbhai Patel

executive
#10

Yes.

Parikshit Kandpal

analyst
#11

Sir, there's a lot of disturbance coming to the mic because there's some hissing sound that's coming continuously on the call. So if you can come closer to the mic, it will be helpful.

Prahaladbhai Patel

executive
#12

Hello?

Parikshit Kandpal

analyst
#13

Yes. Please proceed, yes.

Prahaladbhai Patel

executive
#14

Okay. So my point is that they are having plenty of verticals where [indiscernible] reality terms. So as far as our order book is concerned, it's the process wherein we are doing 1 project to the other. So presently, there are [indiscernible] is open another tender for airplane and the [indiscernible] Mumbai Airport [indiscernible] the balance for the [indiscernible] already project. We have already headed 2 meetings related to the [indiscernible] development. And we are going in a case, they have been [indiscernible] where they will start the construction of the major [indiscernible], where they can seek to Dharavi people. So there are 2 or 3 locations, which we start before anything touching [indiscernible] area. So probably, I personally feel that it is not about the orders, which we are going to gain from Adani Group, it is more about how we ourselves can tender together more and more from the group.

Parikshit Kandpal

analyst
#15

But anything on the guidance side now because you have visibility of this deal coming? And do you think there is substantial scope for you to increase your guidance on order inflows and growth? I mean, qualitatively, over the next 2, 3 years, do you think now the company is shifting its orbit of growth given that now this strategic partnership is in place?

Prahaladbhai Patel

executive
#16

If you see the figure, these figures are something which we can't even put in image [indiscernible]. But first in the foremost thing, we have already said we are already doing for about INR 1,000 crores project in [indiscernible], INR 1,000 crores project in airport Hyderabad, INR 1,000-plus crores for Mumbai Airport, and already about INR 500 crores project in Mahila. So putting all this present in the science team [indiscernible] was it for the data center, which tenders are yet to come out the design project are in the design phase. So probably order book is what I'm saying will be [indiscernible] about ourselves and how we would like to move from here. So that won't be an issue as far as the partnership is basically then on that basis only. We can move a little faster than we move on TPC contract. We see they are focusing more on only giving you a deal on site and later on moving towards general and now that [indiscernible]. So this is a total different thought process, this is a total different thought process on company side what is the pressure they are feeling to complete their projects on time. There is a company like [indiscernible] in terms of capabilities also as far as dealing also. That's how the whole transition has gone.

Parikshit Kandpal

analyst
#17

Okay. Just the last question, sir. Now between you and ITD, how will this can be split? Because both have the building division. And also every time you will have to come for related party approvals for orders on Adani?

Prahaladbhai Patel

executive
#18

See, there are 2 things to understand. I'm not sure about ITD's formal agreement which stands. But what I wondered is ITD is more into infrastructure of marine subsidence. So maybe they will be utilizing more the companies on coast-side. And as far as building, as I said, there is a sufficient appetite for 2 or 3 constructors still, who can deliver on time the way we are doing in net. So it is not all about who will do the rest of these. It is more about how can we find in ourselves to get the larger in terms of the calls.

Parikshit Kandpal

analyst
#19

And related party approvals all the time, I mean, you'll have to come as you get orders. So every time you'll have to take approvals from the minority shareholders?

Prahaladbhai Patel

executive
#20

Like related party?

Parikshit Kandpal

analyst
#21

Like if you take orders from Adani Group, which could be significant in terms of like because it's a promoter entity now and related party. So you will have to take approvals from the shareholders for taking those orders?

Prahaladbhai Patel

executive
#22

Again, I'm not getting the question.

Unknown Executive

executive
#23

Yes. So if at all it is required in the future, if the transaction value is more than the cash which has been given the NODI, we'll be moving ahead with this. But as of now, there's no need to take this.

Operator

operator
#24

The next question is from the line of Vijay Bharani from Avendus Spark.

Bharanidhar Vijayakumar

analyst
#25

My first question is on the mechanics, how the partnership will work for future order inflow from Adani. Though you explained, I just want a little more color on the projects that will come from Adani Group, will it come directly as a nominated project without any competitive bidding or any such tendering?

Prahaladbhai Patel

executive
#26

See that also again depends on their identity, which is more about the [indiscernible] towards the competition and planning the right cost. And most probably, the agreement on which we have agreed will be somewhere [indiscernible], and there will be some profit on overall [indiscernible] among the projects. And so we want to [indiscernible]. What you were saying is that every project will be necessity given to us [indiscernible] we will all go for the first competition to get the rate from the market depending on the type of the project. But at the end there is a formula on which we've agreed on the basically will be some formula on a public proponent overhead. And based on those formulas, we will account the cost and we'll go ahead with the project. So basically, what will happen that each and every projects where the tender process is going for 2 and 3 months that can be previous to maximum 1 month or [indiscernible].

Bharanidhar Vijayakumar

analyst
#27

Again, I'm not very sure I heard it properly. But I were to summarize, you are telling there will be a certain fixed margins that will be accorded through the projects that will come from Adani. Is that the right understanding?

Prahaladbhai Patel

executive
#28

At the company level, we would like to maintain our EBITDA till now whatever we have agreed on and this formula will be [indiscernible]. So more or less company EBITDA is not going to change as far as that group entering into our project. So there is EBITDA margins will calculated the same.

Bharanidhar Vijayakumar

analyst
#29

Okay. But how will the projects cme to us from Adani? It will be a nominated project, like it will be direct without any competition?

Prahaladbhai Patel

executive
#30

There is no governance from their side, they can come directly to us also. There is the government [indiscernible] be. We will go to competition, but negotiating [indiscernible] and margin turnovers.

Bharanidhar Vijayakumar

analyst
#31

So okay. My final question is basically regarding the fact that could you set this arrangement have been done just as a JV or a partnership with the Adani Group just to make these projects instead of giving them all a fixed state because you have created over time for the investors. You could have done it on your own in next 5, 10 years also without this exchange to Adani. Like could there have been just an operational strategic alliance with Adani for just order inflow instead of stake sale? What is your rationale behind providing Adani the ownership in some sense?

Prahaladbhai Patel

executive
#32

See, there are 2 things to understand. Anywhere you see the [indiscernible] and it's cost and it's operational and it's property which is a complex formula. To trust someone directly into trust through books, it's a totally different thing. So when we talk about partnership in any way or form, we will always feel like the best comfort also while giving the order like given you a portion of their building [indiscernible]. So it's not about that there is -- they can personal directly because into Patiala and Gujarat, give me order and a formula right. We have our partner, they will understand very properly. And any problem in the books that we can see at any point of time, that's the 1 reason to enter into this partnership.

Operator

operator
#33

The next question is from the line of Shravan Shah from Dolat Capital.

Shravan Shah

analyst
#34

Yes. Sir, just a request because whatever until now you have said 50%, we were not able to hear because your voice was not clear. So just a request, if you can speak at a slower pace, maybe we can hear you clearly. That's the one request. Now just to clarify because I couldn't hear clearly. So in terms of the first question, when you were answering if you can repeat the orders, you say, INR 1,000, INR 1,000 crores Ahmedabad, Mumbai Airport and some other orders. So these are the, once again, if you can specify the value of each project and will this will directly immediately you're looking in next 3 months, this order will come to PSP Projects, that's what you are trying to say?

Prahaladbhai Patel

executive
#35

Right, right. Because we can connect region is we went at the end of another project in [indiscernible] are in the range that has from lasting which pick up. We have a result on medium level at end of [indiscernible]. So whether it's the real ability to industry time to commit projects could reduce the timing through [indiscernible]. And as far as [indiscernible] is concerned, the tenders are through, and we are in the process of bidding after 2 or 3 competitive bidding because there are 3 tenders [indiscernible] 1 was Jaipur, 1 was [indiscernible] and 1 was Ahmedabad and the fourth one at Mumbai. So all these take time to process to conclusion and in the process, some of the them are in the process of bidding. And as far as Mumbai is concerned, I can say there where we already have 1 or 2 meetings already detail and [indiscernible] part that the first bidding, which is going to come in area, which is an empty area near to that. Were there be building pattern, we'll be able to someone [indiscernible] these locations.

Shravan Shah

analyst
#36

So just still trying to further dig down, trying to get the numbers, I'm not still able to get the numbers. Sir, if you can split....

Prahaladbhai Patel

executive
#37

It's not about numbers, Shravan, please don't put into the numbers. I'm just saying a generalized how many projects can come within 3, 4 months. I will go to each and every number. I've already said that INR 100 crores, 1,000 crores, INR 1,000 crores, INR 100 crores, everywhere we keep going on much bigger. So it will be in the range of INR 3,000 crores, INR 4,000 crores, how do you want each and every project number?

Shravan Shah

analyst
#38

Okay. Okay. Okay. Got it. Second thing is, sir, will they further also increase the stake of -- are we also planning to sell further more stake apart from this 30% stake?

Prahaladbhai Patel

executive
#39

Maybe this whole shareholder agreement is done on the basis that never company will promote the company identity 50-50 throughout the next earnings. None of the person can sell or buy without permission of other.

Shravan Shah

analyst
#40

Okay. Okay. Got it. And other question is in terms of at your level. So as you said, you are having this business only and will like to continue. So what will be the use of the proceeds of INR 685 crores that you will be getting?

Prahaladbhai Patel

executive
#41

So my personal money you're asking?

Shravan Shah

analyst
#42

Yes, sir.

Prahaladbhai Patel

executive
#43

Why you are asking about that money today, I'm not sure even what I do get.

Shravan Shah

analyst
#44

Okay. Okay. Got it. And then just last, I think, sir, recently, the QIP, we have done at INR 670-odd in April, and now this deal at INR 575. So anything you want to comment on that?

Prahaladbhai Patel

executive
#45

I think I should not comment on that. This is a situation where the company was getting a benefit for the longer period. And we find that this is a better win-win situation for futuristic order book and futuristic business. And who is going to have a large CapEx for next 10 years, if we can perform on a better way, I think we are at the right way.

Operator

operator
#46

The next question is from the line of Vishal Periwal from Antique Stockbroking.

Vishal Periwal

analyst
#47

A couple of clarifications. Your initial commentary mentioned like the both entities will have an equal equity in the company. But I think right now, it is 30-30. But after the open offer, Adani will have something, a buyback or probably like what they will do. So equity, eventually, it will change? Or I mean, if there's another way, I mean, one should interpret this open offer?

Prahaladbhai Patel

executive
#48

See, presently, it's a state purchase agreement of 50-50. If they are getting 2% or 5% from the market, totaling that will get 65%. So then it will be distributed 32.5%, 32.5%. In that case, I will be selling only 27.5%. So it is more how it can be considered at the closure of the open offer.

Vishal Periwal

analyst
#49

Okay. Okay. Okay. And this 50-50, it is there for the next 10 years? I mean, whatever happens in the open offer?

Prahaladbhai Patel

executive
#50

Yes, yes, yes.

Vishal Periwal

analyst
#51

Okay. Got it. And again, you did clarify like no one can sell, exit without the confirmation from both the parties?

Prahaladbhai Patel

executive
#52

Right.

Vishal Periwal

analyst
#53

Got it. Got it. And sir, you did mention on the formula for the cost plus. So what is the percentage, the plus percentage, what exactly is this?

Prahaladbhai Patel

executive
#54

Difficult to get that worked out based on the type of the project because each project has a different level of calculation as far as investment, as far as the model of certain investment and the model of the technology, which we are going on we are using that can be different. So basically, it will be a fixed profit margin and the exact cost and the third party overhead which are [indiscernible] so as to maintain the company's EBITDA level as per whatever guideline which we have been giving till today.

Vishal Periwal

analyst
#55

Okay. So cost plus is more like 12%, 12.5% sort of margin at a company level?

Prahaladbhai Patel

executive
#56

Let's not comment on percentage because, as I say, that depends on then and I'm saying clearly that your view should have been basically EBITDA level. So whatever the company's EBITDA is coming up, we will try to maintain that EBITDA even if we are doing a project for their view.

Vishal Periwal

analyst
#57

Okay. Got it. Maybe last thing from my side. So Adani Infra India, which has acquired this. So are we already doing EPC work, that entity? Will you have any understanding?

Prahaladbhai Patel

executive
#58

No, we are not doing any such thing. Adani Infra is majorly presently into different types of infra projects, they're into roads, they are into treatment plant in cleaning. But this company we are working with different different segment verticals of the group. We are working with Adani Realty, we are working with Adani Airports. We are working with Adani Industries, which are [indiscernible].

Vishal Periwal

analyst
#59

Right. No, maybe the reason why I'm asking is because eventually, Adani Group has constructed a lot of infra work in India. So there is already an entity which is doing it, which could be 100% owned entity. But why they will route it through a PSP where eventually, they have to share the profit with a third person. I mean, like they can do it through an entity with 100% already owned by them. So I mean probably whether the order inflow will come to PSP or, that's probably I just thought to check.

Prahaladbhai Patel

executive
#60

Actually, if you can go back to the understanding the Adani Infrastructure profile, they are into P&C management of road infrastructure and sewage infrastructure. So they again get the order from the government side or the private sector and they give it to a large contracting firm. Certainly, the road sector is being attended by large companies road in India. So it is not that the company personally is doing any business directly. So here, there is a point of that we, as a contracting firm, we are purely into making building infrastructure. So that's the reason that is not their expertise. So they require a partner who can deliver the projects as per their lease and as per their timeline. And that's how Adani Infra is interested in investing in PSP.

Operator

operator
#61

The next question is from the line of Prem from Anand Rathi Shares and Stock Brokers.

Prem Khurana

analyst
#62

So I have basically 2 questions. So 1 was -- so when I read the scheme that you filed, it say, I mean, there will be a change in the Board structure as well. I mean, obviously, I mean, if they are taking up this much stake, they would nominate some directors. So I understand the Board part clearly. But would they nominate any people from their side who are also going to, I mean, engage in the day-to-day operations? I mean all this while you along with the existing team was managing an entire show. So would you -- I mean would they nominate any members who would come and join the management and participate in the active decision making within the day-to-day operations? Or it would still stay with you -- the decision making would stay with you?

Prahaladbhai Patel

executive
#63

If you have gone through our yesterday's press release, we have clearly mentioned that the operational part 100% remains with PS Patel being Managing Director, Chairman and CEO till today. As far as the management is concerned, they will have a Board access and there will be -- we have to represent the Board. There will be 2 members who will be coming whenever there is a Board meeting and if I have to represent anything, we have to represent to them. Otherwise, as far as the company's running is concerned, it does exactly the same way it was working till now.

Prem Khurana

analyst
#64

Sure, sir. And just a second question. I mean, I understand this is a hypothetical situation. So let's say, I mean, we generally target, this year, we're targeting, let's say, INR 3,000 crores, INR 3,500 crores sort of inflow. Let's say, next year, we would target INR 5,000-odd crores. And you have equal amount of opportunities available outside Adani portfolio as well. I mean, how would you prioritize which work do you intend to take? Would you still have an option to go and refuse Adani's work and then do third party work? Hypothetically speaking, let's say if the margins happen to be higher there?

Prahaladbhai Patel

executive
#65

Yes, yes. See, I would put it this way. Presently, there is nothing binding to me that I'm not able to work on any of the projects out of Adani Group. We have clearly mentioned that we should remain in the market because this is going to give the industry to the company also. So as far as government large projects are concerned, wherever there is a large opportunity, we will go for a competitive bid. And if we get that opportunity, we'll absolutely go for projects which are to that scale. But as far as this group is concerned, if you have an assured business and assured profitability with less competition, that this will also be a priority. So it depends on the type of the project and whenever it is as such, it's not any binding. I will be expanding with any binding that we are not confined to Adani. We have a large potential at Adani. So we will be focusing more on Adani, but opportunities which are also large and the competition is niche, we will always bid for these type of projects.

Prem Khurana

analyst
#66

Sure. No, sir, it was not about whether it's a binding arrangement or not, it was more from -- I mean, I mean, we understand in this business generally tend to have capacity constraints, right? I mean, certainly, you won't go to INR 10,000 crores, right?

Prahaladbhai Patel

executive
#67

Adani also. Presently, Adani is having INR 10,000 crore orders in market. I'm not going to bid on all the types of projects. So that constraint, we have to also think as and when we grow and we increase our bandwidth in terms of spend to do the projects on time, this will go sequentially. So maybe the first level, we will go for slowly getting their project. And once we are through, out of some of the projects getting completed of the existing order book, we can add larger projects for the group also. So it's a business call which I have to take as and when my bandwidth is there.

Prem Khurana

analyst
#68

Okay. And just 1 small clarification. So when I was reading this press release that you have given out, I thought the lock-in is for 5 years. And I'm not sure if I heard you correct or not, I heard 10 years on the call.

Prahaladbhai Patel

executive
#69

No, no, sir. Lock-in is absolutely for 5 years, until 5 years no one can go. But the shareholding agreement is done for 10 years, wherein me and my family can continue to...

Operator

operator
#70

The next question is from the line of Vaibhav Shah from JM Financial.

Vaibhav Shah

analyst
#71

Given this partnership has shaped up, so will you be revising our order inflow guidance for FY '25? And what would be the guidance FY '26 as well on order inflows?

Prahaladbhai Patel

executive
#72

See, again, I would say present guideline still remains at INR 3,500 crores to INR 4,000 crores, but that depends on next 2 to 3 months how we are getting the inquiries from them because there are several projects which we are discussing last month, 1.5 months, that is at [indiscernible], that is Ahmedabad Airport, that is at Delhi Airport. But after getting this clarity as a group yesterday that how we are joining hands, there will be different scenario from tomorrow. So let us hope that we at least reach to our order guideline of INR 4,000 crores, whatever we have envisage for this year. So that's the bandwidth which we have today.

Vaibhav Shah

analyst
#73

Okay. And sir, secondly, last time you had mentioned the pipeline was around INR 7,000 crores. So what would it stand right now?

Prahaladbhai Patel

executive
#74

I think it is still in the same range. So probably those bids are also in process. So let us see how the [indiscernible] goes.

Vaibhav Shah

analyst
#75

Okay. Okay. And then lastly, how do we -- how are you working on increasing the bandwidth? So what kind of, say, order book or, say, annual revenue, can we reach at peak with the current bandwidth?

Prahaladbhai Patel

executive
#76

Presently, what happening, the whole idea about joining the Adani Group was majorly because of technology, the way we have grown in the last 3 years. So we are trying to adopt more and more technology, I mean to say [indiscernible] technology. So there, the bandwidth is not required from the management point of view, it is required at the plant side. So probably we will be win-win situation that we can add on INR 1,000 crores, particularly for the [indiscernible] plant separately and that gives INR 3,000 crores to INR 4,000 crores wherein we have to execute the project because of the type of the project. So we are presently exploring 2 to 3 buildings in [indiscernible], which were already designed for casting. So that I can get assured once I get through with 1 or 2 projects going on fast track on [indiscernible] , then I would be able to answer your questions properly after 3 to 4 months once we are through in execution of [indiscernible] also.

Operator

operator
#77

The next question is from the line of Ashi Shah from HDFC Asset Managers.

Ashish Shah

analyst
#78

A couple of questions again on the structure. -- just for the clarity, when you say there is a lock-in for 5 years, in this 5-year period, there is no option also that the remaining stake can be acquired by Adani? I mean, you -- this shareholding in that sense will remain frozen.

Unknown Analyst

analyst
#79

And only after 5 years, the question of right of first refusal, et cetera, arises if anybody wants to sell. Is that understanding correct, sir?

Prahaladbhai Patel

executive
#80

Yes.

Unknown Analyst

analyst
#81

Okay. Second, sir, I mean in a case where, let's say, there is an infusion of capital required from the promoters let's say, if Adani want to infuse x amount of capital, does it mean that you will also have to match the remaining stake -- match the similar amount to maintain equal stake or in that case, you may get diluted?

Prahaladbhai Patel

executive
#82

There also, we have explored that first it will be debt part and then it will be equity part. And when it comes to the equity part that at that stage, it can be decided how it should be worked out. But the priority will be debt first because company [indiscernible] balance sheet strength to have more debt. So first it's debt and then it's equity. But that is something which can be mutually decided at that time.

Unknown Analyst

analyst
#83

Okay. So this current understanding is more from selling of the existing shares for any primary infusion from the promoters, that's something that will work out as and when the situation arises?

Prahaladbhai Patel

executive
#84

I think I can't [indiscernible] your question. What was it?

Unknown Analyst

analyst
#85

No, no, sir. What I'm trying to say is that the current understanding on having equal shareholding is for the current shareholding that we have, but for any primary infusion of capital, let's say, If Adani wanted to infuse INR 1,000 crores in -- I'm just hypothetically giving the numbers. If they want to infuse x amount of capital into the company for whatever reason, then at that time, you will have to probably come to a decision on how to manage your stakes, right? Because debt always cannot be maintaining equal proportion because you may not be able to maybe get the same amount of capital that they may want to infuse?

Prahaladbhai Patel

executive
#86

But where I said that the first priority as per agreement is debt and if the debt is high for the company's balance sheet, then we will have to decide what to do.

Unknown Analyst

analyst
#87

Fair enough. I got your point. Just lastly, I couldn't hear clearly on that 10-year part. The 5-year part is clear. You said something about that 10-year shareholder agreement. Can you just repeat that, sir?

Prahaladbhai Patel

executive
#88

I think some of the conditions [indiscernible] got a little bit confused. But I'll come back to you, I think the major stalk of shareholding to be considered is 5 years. But me and my affiliate [indiscernible] I'm responsible for 5 years and my affiliates are responsible for 10 years in terms of doing such type of business later on or at that time. So I will come back to exactly what is the condition that the business is basically is 5 and 10 to [indiscernible] and say may you exactly what we said in the share agreement.

Operator

operator
#89

The next question is from the line of Sarvesh Gupta from Maximal Capital.

Unknown Analyst

analyst
#90

Congratulations on the transaction. Sir, first question is, I could not understand this equal stake because now the open offer is for 26%. So now we stand at 30-30. Suppose they get the entire 26% stake in the open offer, then will you be selling only 4% to them? Or what will happen, sir?

Parikshit Kandpal

analyst
#91

Yes. Yes. It will be 4% from my side and the 26% we are getting from open offer.

Unknown Analyst

analyst
#92

So basically, the total stake of Adani plus you will not cross 60% in the company? 40% will remain with the public shareholders at all time?

Prahaladbhai Patel

executive
#93

No, no, no. It is not like that. It's supposing today -- they are getting 20% and total is getting more than 75%. Then keeping 75% as the threshold, it will be distributed between 2.

Unknown Analyst

analyst
#94

No, no, sir. So what I want to understand that post this open offer, suppose they get 10% in open offer, then you will be selling 20% only to them?

Prahaladbhai Patel

executive
#95

And 10% is something that 60% is mine and 10% they are getting from the market. So it will be distributed 35, 35. So, I'll be selling that then 25.

Unknown Analyst

analyst
#96

Understood. So the total stake will remain equal after the open offer also?

Prahaladbhai Patel

executive
#97

Right.

Unknown Analyst

analyst
#98

Okay. Understood. And sir, on the margins. Now see, we saw a situation in UP wherein our actual versus budgeted sort of the was different, right? So these margins -- fixed margins, which will be there for your projects with Adani, will that be based on actual expense? Or will that be based on budgeted expense?

Prahaladbhai Patel

executive
#99

Yes. Yes, you must be aware, whenever we are working with a private group, the basic materials are always on a base rate. So those risks, which were there in the UP where all the materials we have to be at the cost of the rising material cost. Yes, the base prices of cement or steel or whatever it is, we are agreed to that, that will be paid off [indiscernible] whatever, whether it is minus or plus. What is going to be fixed is our overhead and what is going to be fixed [indiscernible] and what is going to be fixed is net cost. Supposing in the spending [indiscernible] 1 for 1, then there can be a difference in the total margin that can impact their margins. A major material costs, which are on a base rate that is not going to be impact anywhere [indiscernible].

Unknown Analyst

analyst
#100

So we don't face the risks which manifested in our UP execution in these contracts?

Prahaladbhai Patel

executive
#101

[indiscernible] the government project is different. This is not only about the [barrel] that we are working in Coca-Cola, or we are working in some other projects, which are private. Even with cement, steel, sometimes the flooring material sometimes larger [indiscernible] electrical equipment, these are all at [indiscernible]. So whatever plus or minus the cost of payment is, it is always being [indiscernible] reimbursed. So there the risk of inflation of [indiscernible] too much reveal corporate ones.

Unknown Analyst

analyst
#102

Understood. Now sir, coming on the -- you mentioned that we would want to maintain the company level margins. But since we have seen some volatility around that in the last few years, would you want to restate what is that number that we are looking at? Is it like 11%, 12%? Or now that if their book becomes a big part of our execution book, will it go down to 9%, 10%? Or what is that number, sir, that on an EBITDA level that we will be looking at?

Prahaladbhai Patel

executive
#103

See, again, I would say that previously also, we have changed our projection for between 10 and 11 and from 11 to 12. So today also, what we have agreed and what we are seeking for future when we are working with Adani or whether we are working for the other group or that we are making at normal levels, given it's timek to maintain our EBITDA at 10% plus, near-term.

Unknown Analyst

analyst
#104

10% plus, okay. Okay. And sir, will you see a significant reduction in your interest cost post this transaction because of the change in the profile of the joint venture?

Prahaladbhai Patel

executive
#105

Increase the debt data because of whatever we are rolling the debt that is not going to change much. So this was already, whatever impact has to come, it will come from our QIP. that will bring a little bit in that when we little bit [indiscernible] on the working capital side of the projects which were we are working to get the payments on time. We were working with Adani with best cash flow to improve. And then how we expect that the money which we are borrowing from the banks, I'm not hold too much because of the receivables.

Unknown Analyst

analyst
#106

Understood. And sir, finally, now there can be a lot of order inflows because of the work that Adani Group is doing. But how will we be able to sort of execute at that larger scale? Because the organization itself also needs to be able to execute or take in those large orders. So how are we thinking about it? What are the organizational level changes or things that we need to do in the next 6 months to be able to do that?

Prahaladbhai Patel

executive
#107

The range we also know our weak point, they also know our weak point. As I said, if we want to expand at both the level, we may require to strengthen our organization also so that we are going to see with them and all. We can expand our [indiscernible] that is not something, which we are going to go through in the next 1 or 2 months. So now until today, we have been discussing the value on our project to this transaction. So once those projects are through and how to go ahead on a larger scale project at Mumbai or Ahmedabad or some other place where they are having the [indiscernible] in the course of discussion, we will get in 1 or 2 months. project that is where we have to our management and management or organizational side.

Operator

operator
#108

The next question is from the line of Amit Khetan from Laburnum Capital.

Amit Khetan

analyst
#109

Congratulations on the transaction. So my first question was, what were the constraints earlier either in terms of capital or prequalification, which now sort of goes away with the partnership with Adani. And does it allow us to compete in other segments or areas where we were not present earlier?

Dhananjay Mishra

analyst
#110

Yes. As far as the PSP is concerned, we were having almost the highest standard of [reverification]. Except some of the large projects like airports, where we have started over work that airport since last 2 years [indiscernible] Ahmedabad airports. From the size of those projects that the expansion outside the airport on the land side. So probably joining in with such a group who are earning large projects on the airport side also. So probably [indiscernible] add on to our [indiscernible] as well as [indiscernible] or whether the industrial building, we were having a strong profile. So that's nothing to head [indiscernible] education by taking lines would improve but it is liberally to have an threshold property within assured business on such a group.

Amit Khetan

analyst
#111

Got it. Got it. And would it be a fair assumption that given how you have outlined that this is going to be a partnership between PSP and Adani, that both you and your family members who are currently involved in the business, it will continue to be the case going forward? Or would your kids end up doing something else?

Prahaladbhai Patel

executive
#112

Yes. So as I said, [indiscernible] fixed shareholder agreement, 100%. And agreement is based on 5% management and everything. So later after 5 years, we might still want to continue or they want to add on some people that can be discussed later on and how much we are able to strengthen ourselves in terms of this next 5 years after getting such a larger opportunity then we will discuss later on. But today, it is not clear that how [indiscernile] generally going to continue after 5 years. We might both [indiscernible] in a direction to send to what I'm doing till now [indiscernible] therefore further 5 years more, then we will be discussed later on after 5 years.

Operator

operator
#113

The next question is from the line of Devang Patel from Samita Capital.

Devang Patel

analyst
#114

I wanted to understand what we are looking to strengthen in terms of technology, which you mentioned a few times earlier. So are we looking to scale up our precast capabilities? Or are we looking to add some more capabilities? Would this be outside of building, say, tunneling, for example, if you can please clarify on this?

Prahaladbhai Patel

executive
#115

Presently, Adani is working at Ahmedabad, if I talk about Andara, Gujarat and [indiscernible], and also they are working [indiscernible] on Dharavi, Mumbai Airport and -- So all these 3 6, currently, we are owning a plant in Gujarat and in Ahmedabad to doing work for airport and is doing work for [indiscernible], whatever project we converted to [indiscernible] have a facility. There is 1 more plant we keep coming to. Whenever there is a requirement of a new plant that will be an asset owned by Adani. We are entering into operational task. So doesn't there is the installation of planting going on at Mundra and there is 1 more plant which is coming at Mumbai. So we will be responding because we have been exporting of making this element. We have 2 years experience of operating these plants [indiscernible] a year. So we will increase our operational spend to work on all these 3 plants so that the project elements are being faster and later on those types of projects where we are passing and we can go for insulation also. But if there is a large budget in 2 or 3 [indiscernible] alone, we may be involved in production only. So it's something depends on later on how the projects are converted from casting to precast and where this type of technology can be visibly feasible and cost effective.

Devang Patel

analyst
#116

Okay. And the -- the plan that we are currently of precast, would we be looking to expand that also because of this partnership?

Prahaladbhai Patel

executive
#117

As of now, we don't see that. Certainly, at least we will say in 1 or 2 months or 3 months, next 3 months, we don't have any idea of any conclusion of the expanding debt because there are 2 or 3 projects which we are working on and we need a design for a Adani Group. They have been won by sufficient to provide elements on that side or in future also, we add on more and more projects in reality at [indiscernible], then there can be an expansion. But we already expanded ourselves to double the facility without moles because we were doing [indiscernible] balance orders, state facilities almost double. So after that I [indiscernible] over in June, we have that space just we have to buy for the mold. But as of now, we don't have any requirement there the projects which are in line, which we are going to add on this order book in the next few months, will be recurring the expansion in [repair].

Devang Patel

analyst
#118

Right, sir. Sir, in terms of pipeline, which we have mentioned in earlier quarters of INR 7,000 crores. Does that immediately excise? You've mentioned a few INR 1,000 crore projects. Should we assume these are already part of our pipeline? Our pipeline remains the same because this partnership or does it expand immediately because of this?

Prahaladbhai Patel

executive
#119

The pipeline, there were 2 projects from Adani Group version. There were 2 projects from government side also. So there were 1 or 2 vendors from NBCC and there were 1 or 2 vendors from different developing groups in Ahmedabad also. So overall, that order book speed remains to between the 1,000 to 10,000 crores. But as far as Adani concerned, about INR 700 crores to INR 800 crores of projects we are discussing at [indiscernible] about INR 800 crores project we are addressing at Adani airport in Ahmedabad, about INR 1,000-plus crores projects we are dispersing at Mumbai Airport, and above I think 300 plus several projects we are dispersing at [indiscernible] the first project of viability, yes.

Devang Patel

analyst
#120

Sir, apart from residential building orders, which can be on negotiated and cost plus, can you also clarify these airport orders you can get on a negotiated basis or these have to be on a tender basis?

Prahaladbhai Patel

executive
#121

So basically, everything depends on their government, whatever identities, they are when different types of projects coming in different verticals. So [indiscernible] you always the competition between the [indiscernible] people. But to work on the minimum cost, how this project can be [indiscernible] is between most of the options are based, that can be worked on later on based on [indiscernible].

Devang Patel

analyst
#122

Okay. So for example, when you said INR 1,000 crores of Mumbai Airport order we are in discussion, this could be on a negotiated basis, I mean, not on a tender basis. Is that what you are saying?

Prahaladbhai Patel

executive
#123

It is already been quoted by so many other companies also. So it not looks like that we are the only person [indiscernible]. But yes, we idea will be that how we can come closer to the right cost and the right over and the right offer.

Operator

operator
#124

The next question is from the line of Vaibhav Shah from JM Financial.

Vaibhav Shah

analyst
#125

Sir, out of our order backlog of INR 6,500 crores, what will be the share of Adani Group projects right now?

Prahaladbhai Patel

executive
#126

Exactly, I don't know that I think it should not be more than INR 500 crores.

Vaibhav Shah

analyst
#127

INR 500 crores broadly?

Prahaladbhai Patel

executive
#128

Less than INR 500 crores, I am not [indiscernible], but it cannot be more than INR 500 crores.

Vaibhav Shah

analyst
#129

Okay. Okay. And sir, secondly, if I heard it correctly, you're guiding for EBITDA margins of 10% plus going forward in the medium term, right?

Prahaladbhai Patel

executive
#130

Yes.

Operator

operator
#131

The next question is from the line of Neil Takkar from Aero Capital.

Unknown Analyst

analyst
#132

So my question is that how committed or how passionate the current promoter group would be to continue in this partnership or a fairly foreseeable future?

Prahaladbhai Patel

executive
#133

Adani group was seen in lease so they're [indiscernible]. So basically, as I was questioned about running this company right on the [indiscernible]. Today also, by joining hands with them, we are assuring so many things for the future. So it is not at all about that our [question] will go a little bit down because there at a 50% partner. Basic idea to generate these partnerships to assure our business a good growth from there, and it is beneficial to both the parties.

Operator

operator
#134

The next question is from the line of Nitesh Kochar from Riverland Capital.

Unknown Analyst

analyst
#135

Sir, my question is, I mean, the previous discussion participants were asking and spoke solely on PSP Projects getting projects from Adani Group and a number from that. But I think this is much bigger than that, much bigger than in getting projects from Adani Group and order book going up and this and that. Now the thing is, it is obvious that the entire opportunity landscape changes for your company. My question, the first question here is how ready are you to cater to those opportunities, how you are going to change the organization, see the project coming project size or maybe the geographies would be different from what you've been doing the last 15, 20 years. Technical expertise would also be different. If you go into high value-added project. So how are you ready and how confident you are, the way that you have been running this company with a very, very clean, pristine parameter sound receivable days, sound balance sheet, debt profile and not taking loss-making project. Are you ready to do that to continue with the same profile of PSP projects even if the size of the company changes dramatically? This is question #1.

Prahaladbhai Patel

executive
#136

See, there are 2 to 3 parameters, which we have to understand [indiscernible] performance inside of our experience of last 10, 11 years after getting [indiscernible] after 8 years. We have learned a lot and experienced a lot from [indiscernible] and we have learned alot from Uttar Pradesh also. So now going forward, what is the reason to have this partnership with Adani, it is more on technology side. So because they are also having that pressure that most of the contracts are not able to perform well throughout the season because of not directly there. It is more because of the effect of the weather, it is more impact of the consistency -- of availability of labor. So this is a thing which overall, all the contractors are facing and all the owners are facing. So we are trying to convert this joint venture into a different mode than I myself in terms of management to what I'm doing till now? And also, I'm trying to put in more and more technology and putting more and more things, which are happening in the world, which we can [indiscernible]. Because we have a larger order book or the larger overview of projects which we can get the CapEx out. So the whole idea is to reduce the management cost, reduce the labor cost and increase the productivity. And as [indiscernible] or as a contractor, you must have seen DRP diner in Hyderabad to make people learn more and more about how the things can be done in a better way and the quality. And that's the reason we have been adopting more and more [indiscernible] throughout our period. And that's what Adani is also seeing for future. So there we have [indiscernible] whenever there is an investment of INR 100 crore, INR 100 crores, which can 4-year problem about INR 1,000 crores will be [indiscernible]. So this is a better way to understand order how I'm going to [indiscernible] terms of managing the people with processes and culture. But going from here, it would be more organic rather than learning something from the technology part and adding people on the technology part. At the same time, there will be a few projects where we cannot convert projects into a technology there'll be help to carry on with the same technology. But residential reality projects can be converted into technology, large projects of [indiscernible] can be converted into technology. Projects which are at the industry level that can be somewhat converted to technology because we have been doing [indiscernible] being popular to an recuse have done about [indiscernible] last 1 day 1 year. Probably going from here, we have to increase our bandwidth book to make more and more people aware about the sector technology. At the same time, we have to [indiscernible] our management top line very more and more receivable asset in more and more projects from [indiscernible].

Unknown Analyst

analyst
#137

Okay. And my second question [indiscernible] You have built this company with a lot of hard work and anyone who has tracked your company for us, you know that at INR 575, it is definitely undervalued. Now to sell a very large chunk of your private personal shareholding to Adani, 30% at 5 75. It's a very tough and hard decision, I can understand. Question here is, do you think that with the balance 30% and given the changes that it will bring into the business, you can make up for this past 30%? I mean the questionnaire is for your personal wealth. You took a call that instead of owning 60% and a normal steady-state growth, it is better to own half and to be on our super growth path. So how do you see that? This is my second question.

Prahaladbhai Patel

executive
#138

See here, it is not only about my money, it is not only about Adani's investment. It is more about how the company can grow from here. If 5.75 or 60% actually like in maybe can compete. So this company to create money out of the shareholder, what I have done until now even if you see either holding 22%, but sometimes shares from the market also. So difference on the situation and the present situation, after going through the 3 years of journey, wherein we are seeing some of the projects in UP, we have learned so many things from Uttar Pradesh. So now going further we have an assured business assured owners the fee type of technology, which he can access also. So I'm the person to decide upon how we should go on different types of projects, how we should manage expansion projects from their side also. So I personally don't see that way that we see is something which I am losing or [indiscernible] I'm taking over the company, what is company going to gain out of the -- at the end of the day, I need my journey to continue with the same space with what I have created this company and I can send them this company by joining groups like this, then who has plenty of work to do the next 10 years. Hopefully, if I can do over 10% to 20% of that work also will be for [indiscernible] as a company and as a shareholder, I would say.

Operator

operator
#139

The next question is from the line of Anil from SMIFS Limited.

Unknown Analyst

analyst
#140

So congratulations, sir, on this deal execution. Good part is that you are still going to keep the management with yourself. My only question is if we had done the deal, maybe some time later, you have already shared with us that incrementally things are going to improve on margin front, et cetera. So probably, you could get -- you could have got a better deal. So just 1 simple question is how happy you are with the deal price if any Still you can share, sir. That's the only one.

Prahaladbhai Patel

executive
#141

My last answer was on the same line. It is not about my [indiscerniblre] it is not about the Adani group. We think more about both the groups where we can strengthen ourselves, they want to increase their CapEx in a proper way so that they get the delivery on time. We want to grow from there in a different scale matter utilizing and having an experience of [indiscernible] technology and how this company can come out different way where we are having the assured timing for each project and we have more and more clients to convert from [indiscernible] projects to be part. So this is whole question is about going from this pressure, I was having since last 3 years. We are not have consistent labor. We are not having good quality of people and manage the size. So putting more and more technology and decreasing on the management part decreasing on the later part labor environment will obviously be the different to be [indiscernible]. And then we are talking about such a large group like Adani, they don't have any problem in investing INR 100 crores or INR 200 crores. Even if it is to the investor business, we invest on this current company, when they are doing a project at supporting for airports, and it means they have to invest INR 100 crores. [indiscernible] we are investing. The rest of the management and everything, you can do from your side. So that the project of INR 1,000 crores or INR 2,000 crores were completed on time. So I personally don't think whether for me this solution was perfect or for me, it was a portion of our happiness also, we do more about specifically good today of going from there. And the key promises going in a better way and will not fall into the same issues of failure like what we [indiscernible] in between projects like [indiscernible] issue, UP where we had a loss because of the material growth and the time line going down. So first is we will be setting our [indiscernible] and it is more about rather than more about my side on the right side.

Unknown Analyst

analyst
#142

I appreciate your thoughts, sir. So shall I presume that, okay, you are happy with the deal price?

Prahaladbhai Patel

executive
#143

Hundred percent.

Operator

operator
#144

As there are no further questions from the participants, I would like to hand the conference over to the management for their closing comments. Yes, sir, please go ahead.

Prahaladbhai Patel

executive
#145

Thank you, one and all of you joining us on our conference call today. Thank you for your time, support and interest in us. We hope that we have been able to address most of your queries. In case of further queries, you may reach out to us off-line. Thank you again, and good day.

Operator

operator
#146

On behalf of PSP Projects Limited, that concludes this conference. Thank you for joining us, and you may now disconnect your lines.

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