Ipca Laboratories Limited (IPCALAB) Earnings Call Transcript & Summary

April 25, 2023

IN m_and_a 80 min

Earnings Call Speaker Segments

Operator

operator
#1

Ladies and gentlemen, good day, and welcome to the Ipca Laboratories Limited Corporate Announcement Call hosted by DAM Capital Advisors Limited. [Operator Instructions] Please note that this conference is being recorded. I now hand the conference over to Mr. Utsav Jaipuria from DAM Capital. Thank you, and over to you, sir.

Utsav Jaipuria

analyst
#2

Thanks, Dolan. Good afternoon, everyone, and thank you for joining us for the conference call with Ipca Laboratories on the acquisition of a 33% stake in Unichem hosted by DAM Capital Advisors. On the call today, we have the management team of Ipca led by Mr. A.K. Jain, Mr. Pranay Godha and Mr. Prashant Godha, Managing Director; and Mr. Harish Kamath, Corporate Counsel and Company Secretary. I will now hand over the call to the management to make their opening comments, following which we will open the floor for questions. Over to you, sir.

Ajit Kumar Jain

executive
#3

Thank you, everybody, for taking out time and joining us on this conference call. Thanks, Utsav and DAM Capital, for arranging this call at a very short notice. This con call and discussion may include some forward-looking statements based on our business expectations. Participants may use their own judgment before making any decision based on this call. All of you are now aware that company has entered into SPA to acquire 33.38% of shareholding of Unichem Laboratories for INR 1,034 crores. Additionally, this acquisition also triggered and also offer for additional 26% of company's equity capital aggregating to another INR 806 crores, presuming 100% response. This acquisition's cost -- this acquisition cost will be funded through the company's retained earnings. Needless to say that this acquisition is subject to approval of Competition Commission of India and among others. Unichem has developed an excellent proven track record of -- record on regulatory compliance. This acquisition is in line with our stated strategy to enhance our product offering in the chosen growth market. Briefly, the synergies are mutual benefit to both the companies out of these acquisitions are. Ipca has a very strong API franchises with backward integration stand that will be immense value to Unichem in scaling up their global generic portfolio and also increase their market share with cost efficiency and competitiveness. Unichem has 76 ANDA filing in U.S., out of which 54 ANDAs are registered. 44 products are marketed in the United States. A few of these products are having good market share with further growth potential. Unichem has also filed around 78 API [indiscernible] in U.S. market. Where Unichem is not meaningfully present, Ipca can increase its product offering on those markets through Unichem's develop generate through market extensions like markets like Europe, Australia and New Zealand where Ipca is very good present. Ipca will also look forward to market some of the Unichem's branded formulation registered in various ROW markets. Having given briefly the rationales and strategy of this acquisition, I now open the floor for question/answer.

Operator

operator
#4

[Operator Instructions] The first question is from the line of Pankaj Tibrewal from Kotak Mutual Fund.

Pankaj Tibrewal

analyst
#5

I have a few questions. The first on is on the capital allocation. When I look at the past for the last 5 years, you have done different smaller acquisitions, maybe like Bayshore, Ramdev, Nobel, [ Bifaca ], and about INR 600 crores, INR 650 crores have already been invested. When I look at the execution on those, those have not been inspiring, and we have diluted our return ratios from where it was. Can you help us understand that how as investors we should take that confidence with such a large amount being deployed? And any understanding on what the return ratios could be? Because on the headline basis, it looks that company has made losses last 3, 4 years, the company has not grown. So can you give us some kind of understanding and how should we gain confidence on the execution? That's my first question. And I'll follow up with one more question going forward.

Ajit Kumar Jain

executive
#6

So currently, a lot of companies are facing headwind in U.S., and Unichem has fantastic track record of regulatory compliances in the past. And looking at that and looking into the current business environment and [indiscernible], we should be able to comfortably achieve almost around 15% to 17% kind of growth in next 2 to 3 years very comfortably. They also have significant capacities which are available for [ educations ] and all. And Unichem has -- I do agree that Unichem has a higher [indiscernible]. We will have to look into and more critically on those and also critically see that how we can optimize the operations and cost optimization can be done. As far as their API facilities are concerned, I think as far as their foundation facilities are concerned they are excellent facilities are there. As far as API facilities are concerned, their scales are smaller today. And operating costs are higher because of lower scales and all. With some kind of -- some modifications and all, it is possible to achieve a significant amount of better output from there and reduce the overall operating cost and also efficiencies can be generated. We can work on that as the member of the API team on that account. Of course, it will require some kind of investment there, but that can be done on that. With that, the kind of growth which is expected because of the current handlings and also because of all these operational efficiencies which we can bring on table. And also, we have a lot of backward integrations and some of those kind of intermediates and all can be made available to Unichem at much lower cost and all, and which will also bring in the efficiencies and overall reduction in the cost of production. And that will help Unichem in terms of overall increasing overall their profitability.

Pankaj Tibrewal

analyst
#7

Sir, with all due regard, can you help us understand how the returns will be generated? What is the return expectation on this acquisition because almost you will be investing, if open offer goes through successfully, almost more than INR 2,000 crores. So on this kind of a number, the core business, which was running well and probably expectation was that this year could have been a strong year, gets diluted. So just wanted to understand that in INR 2,000 crores, what kind of return ratios and what kind of improvement in profitability can we expect?

Ajit Kumar Jain

executive
#8

Like overall investment is 100% of their acquisition [indiscernible] open offer shares are available. The overall investment will be around INR 1,839.5 crores overall on that. So it's lesser than around INR 2,000 crores. And overall, let's say, current expectations of business are good. Their order positions are also very good. The order has started increasing from the -- their fourth quarter of the current financial year. And looking at overall the capacities which are available and utilization and some of our products can be transferred there. And with that, we can have a better utilization of the capacities of Unichem. And of course, we'll help to go through the -- overall, the detailed operating cost and rationalization of operating cost and all that. That can definitely bring in the returns there. And hopefully, I think over the next maybe around a period of 2 years or so, I think it's possible to go to the kind of EBITDA margins of almost around INR 300 crores or so on Unichem overall market.

Pankaj Tibrewal

analyst
#9

Okay. That's helpful. The second question is, when I look upon most of the pharma companies which are listed on the exchanges today, they have a significant U.S. generic piece, and that market is going through its own challenges for last 4, 5 years. Many of the companies are either exiting writing-off their assets, whatever may be the thing. And here we go and acquire a U.S.-based company, largely a U.S.-centric company with giving the premium. Can you help us understand the rationale of where the markets are ascribing either a negligible or a negative value, we are giving a premium over and above the listed price? What is that so special in Unichem apart from the product portfolio which is theirs that we are paying 2.5x sales on the acquisition cost? Just wanted to understand some thought process which is there behind it.

Ajit Kumar Jain

executive
#10

If we look at the overall assets of the company in the books itself, the assets are almost around INR 1,400 crores of Unichem. And if you look at net working capital, that is almost around INR 950 crores. All the net working capital is available. So almost around INR 2,500 crores, INR 2,600 crores kind of assets are available with Unichem currently. Of course, their sales are low, but the business expectations next 3 years are significantly higher because they have put the additional capacity which can be utilized. And currently, what we are seeing because of all those disturbances which are there in U.S. market, it's possible to achieve that -- a good turnover from those kind of businesses. And on the product side, they have almost around 10 to 12 products. They have a very significant market share in the U.S. and that can be further scaled up with the further cost efficiencies which we will help to build on Unichem's operations.

Pankaj Tibrewal

analyst
#11

Okay. And follow-up, and quick. Just wanted to place on record that some of you have been negatively surprised by this large capital allocation for a U.S. asset. I hope we deliver and execute better on this.

Operator

operator
#12

The next question is from the line of Tushar Manudhane from Motilal Oswal Financial Services.

Tushar Manudhane

analyst
#13

Sir, just on the product pipeline [indiscernible] you could share, it could be the good product for next 12 to 15 months? And secondly, what are the products we can do [indiscernible] to Unichem. So I am [indiscernible]?

Pranay Godha

executive
#14

I don't understand that question. I'm sorry, can you please repeat that question again?

Prashant Godha

executive
#15

Tushar. I think you voice is distorting.

Tushar Manudhane

analyst
#16

Is it better now?

Prashant Godha

executive
#17

Slightly better, but not absolutely clear.

Tushar Manudhane

analyst
#18

I'm trying to ask you if you could share so then any good product pipeline from Unichem's portfolio which can come up for approval over the next 12 to 15 months which can help grow the sales? Or is it more of a market share gain from the existing products? And secondly...

Prashant Godha

executive
#19

Existing products as well as they are going to launch few more products for which they already got registration. So they also have a future pipeline for U.S. business. Around [indiscernible] they have filed, 54 are approved, about 40, they are currently marketing. Another 10 to 12 products, they will market in due course of time.

Tushar Manudhane

analyst
#20

Right. Any product under development which could be niche where you could have more than 5 players in the market?

Prashant Godha

executive
#21

Most of them are all me-too generic products. There are -- I don't think anything first to file and such other products. They are all me-too.

Tushar Manudhane

analyst
#22

And secondly, any products which we can think of transferring from a site to Unichem?

Prashant Godha

executive
#23

That possibilities are always there and vice versa also. It's not Unichem [indiscernible] anything can happen. Those possibilities are always led in this accretion. And that is also one of the synergies we looked at.

Tushar Manudhane

analyst
#24

And sir, just secondly, if you can also share any update on cost sides from U.S. FDA?

Prashant Godha

executive
#25

Nothing, very status quo. So let us hope inspection will happen soon and we are through. But as we speak, that is status quo, no development.

Tushar Manudhane

analyst
#26

If let's say the inspection happens also that is successful into those, the capacity of Unichem to fill as well as Ipca facility to fill up, so...

Prashant Godha

executive
#27

Ipca has its product range and Unichem has their own product range.

Tushar Manudhane

analyst
#28

Okay. And just lastly, out of this current Unichem business to U.S. that 3 or top 5 products business would be how much of the U.S. sales?

Prashant Godha

executive
#29

With the top 10 products may be contributing nearly 70%, 75% of their business, in which products, they have a very good market share, and they say it can be further scaled.

Operator

operator
#30

We have the next question from the line of Chirag Dagli from DSP Mutual Fund.

Chirag Dagli

analyst
#31

Sir, I understand the rationale of -- or the intent behind trying to scale up in the U.S. What I don't get is that is this -- was this absolutely the best deal possible? Given that the market has been in such a big distress over the last couple of years, could we not have had any other asset to increase our presence in the U.S.? The structure of the deal as well, as in we are providing exit to the promoters, that also -- and what is the end game eventually? That structure itself is also slightly inferior versus a clean merger. So just your thoughts on both these aspects, was it the absolute best deal? Could we not have waited for a better deal? Because it seems like while the business will scale up, but maybe there could have been better assets available in the market? And why not just wait until the good deal comes across?

Pranay Godha

executive
#32

This is Pranay here. So let me answer that in one simple sentence that it was better than most of the deals that has come on our table in the last 5 years. And there are reasons that synergies was much more than what we had seen in the past. Then in addition to that, what we were looking for was obviously a good compliance and credible track record with available spare capacities and an integrated business place, which is very core to Ipca's own business philosophy in the generic creed. When you look at these 3 matters, there are very few candidates out there that are on the same table.

Chirag Dagli

analyst
#33

Understood. So sir, these synergies, could these not have been also struck without putting capital in as business deals rather than a more shareholder kind of a deal?

Pranay Godha

executive
#34

No. Again, it's something that we have tried, but we generally, let's say, have not been -- it's not -- we've not got encouraging results. The simple thing is, again, in the U.S. market space, there is cutthroat competition. There is very little space for [ margin players ], in a way. So everybody, there will be multiple layers through the whole value chain. One cannot remain competitive on a year-on-year basis. And for the kind of products that Ipca will eventually have when it reenters into the U.S. space and what Unichem has today, we will always have to remain on our toes and continue to work on -- focus on margin improvement every time.

Chirag Dagli

analyst
#35

Understood. And like Mr. Jain said, you talked about INR 300 crores EBITDA in 2 years from now. On that, we've paid about 10x EBITDA today [ tonight ]. It seems a bit steep. Is there a much larger game plan beyond that INR 300 crores that we achieve in 2 years? Do you see this entity being like $400 million or $500 million in the U.S.? Because beyond that 300 -- beyond that $40 million, $50 million EBITDA, this entity will have to be much larger in the U.S. for your payouts to happen.

Pranay Godha

executive
#36

The aim and the efforts will be put in exactly that direction itself. There is a game plan in place. Without getting too much specific onto the exact number or so, we have set ourselves an immediate challenge of achieving the INR 300 crores. And once we do that, we will have to continue to work upwards from there on.

Chirag Dagli

analyst
#37

Understood. This INR 300 crore EBITDA number that you talked about 2 years out, does that include synergy benefits as well? Or is this just the way business -- I mean is it a large synergy here?

Pranay Godha

executive
#38

It does include synergy benefits. Without that, that number would otherwise be a bit of a challenge.

Chirag Dagli

analyst
#39

Understood. And just the last question. Was there a number to -- I mean I am imagining that this will be -- would have been a well bid kind of asset as in a process would have been done. And you guys won the process, but what was the number to it, if you can share, sir?

Pranay Godha

executive
#40

I'm not aware of it. I am so sorry.

Operator

operator
#41

The next question is from the line of Prakash Agarwal from Axis Capital.

Prakash Agarwal

analyst
#42

Couple of clarifications. So I mean the first one is on the rationale of the business is to gain the portfolio and the facilities for the exports. If you could just help us understand the Ipca capacity utilization in current facilities as well as the Unichem?

Ajit Kumar Jain

executive
#43

See, as far as the facility [indiscernible] U.S. currently, their capacity utilizations are very low. Our Pithampur plant utilized around [ 30% ], [indiscernible] plant maybe around 25% to 30%. So both the plant utilizations are low. But once we have U.S. clearance, these capacities will be there smaller, and we will have to expand for that at existing places. And capacities of Unichem will also be helpful.

Prakash Agarwal

analyst
#44

And Unichem currently would be at what capacity, sir?

Ajit Kumar Jain

executive
#45

Unichem, they have set up recently and commercialized the new facility at Goa, which is Unichem Goa 2. Their capacity utilization may be around 20%, 30% right now. So significant capacities are available. And it is much more automated plants. It's much very less human intervention practically. Everything all is recipe-based and very good plant.

Prakash Agarwal

analyst
#46

Okay. Understood. And secondly, if you are saying INR 300 crores in the next 2 years, we are talking about fiscal '26, right?

Ajit Kumar Jain

executive
#47

We have management in hand and we start operating things from that time.

Prakash Agarwal

analyst
#48

Okay. But what is the top line versus we are looking at INR 300 crores, I mean?

Ajit Kumar Jain

executive
#49

Overall, we should be able to, let's say, go to almost around INR 1,700 crores, INR 1,800 crores kind of turnover maybe in 2 years' time.

Prakash Agarwal

analyst
#50

Okay. So but sir, our margin historically, I mean pre-COVID, has between 18% to 20%. With COVID, we went to all the way to 25%. And now this year has been an average [ one ], but we aspire to be again a 20% margin company, correct me if I'm wrong. This, after 2, 3 years, we are still talking about 18% margin. So a lot of work to be done at margin dilution in the next 3 years.

Prashant Godha

executive
#51

Prakash, you are talking about Unichem, not Ipca.

Prakash Agarwal

analyst
#52

No, I'm combining the 2 for now. I'm just combining the 2 that in the past, you were 20% plus margin and then COVID it went all the way to 25%. Now it's about 16%, 17% and maybe next year, you'll be back to 18%, 20%. What I'm saying is, 2 years out, Unichem, you are still talking about 18% margin, so there's a long addition that you play out in the next 2, 3 years. Is that correct understanding?

Prashant Godha

executive
#53

See, Ipca is also into branded formulation business in India. So that margin, you can't take to it with only international business. So Unichem is a purely company which is into generic and API business.

Prakash Agarwal

analyst
#54

Yes. No, sir, that's why the rationale of doing such a large deal in the export market, especially when the margin and return ratios are so low, is what I'm trying to understand. Is that's for capacities?

Ajit Kumar Jain

executive
#55

There are surplus capacity level that are there, yes, and very good plant, very good assets.

Prashant Godha

executive
#56

Prakash, we are also talking we are into Australia and New Zealand, we are into Europe. Unichem is not present in those markets. So technically, whatever products they are today launching, they are registered in U.S., we can practically bring most of them also into Australia, New Zealand, Europe. So that way, we can also increase our product basket, product offering. That will definitely add value to our business. Plus, we are also into branded formulation business in 41 countries. There are 1,000 of people are marketing our branded formulation. Unichem also has a lot of registration. They sold their only brands for India and Nepal. So all brand names, all rights for rest of the market, they are with them only. So that opportunity is also available for our ROW branded team. Whatever other synergies we spoke about U.S. and other things, this is also add on to that.

Prakash Agarwal

analyst
#57

Okay. Perfect. And lastly, on the structure. So of the promoter stake of 50% currently, only 33.38% has been done as of [indiscernible].

Harish Kamath

executive
#58

Around 14-odd percent, Dr. Mody certainly will retain. And they will -- it is at their will when they want to sell, they want to keep, it is up to them. But management control post the takeover [ metal ] completes will be in the hands of Ipca.

Prakash Agarwal

analyst
#59

Okay. To start with, it would be part of [indiscernible] and once open off a conclude it will be console, right?

Harish Kamath

executive
#60

Is both open offer and this equation is subject to Competition Commission approval. Once the commission approval comes, we can acquire actuation shares from Dr. Mody. And the balance, it is up to the public how much they will offer. So that is altogether a different thing.

Prakash Agarwal

analyst
#61

You can acquire the remaining from Dr. Mody? Is that what you said?

Harish Kamath

executive
#62

In the current agreement, there is nothing on that.

Prakash Agarwal

analyst
#63

It might be a possibility of merger, sir?

Harish Kamath

executive
#64

There is nothing stated in the agreement, not discussed.

Prakash Agarwal

analyst
#65

There's no offer, nothing like that?

Harish Kamath

executive
#66

No. But in the agreement, we are providing we can increase our stake through differential [ share due ] tenders, that is always open. We don't get offer share in the public offer, we can increase our holding through any other means.

Prakash Agarwal

analyst
#67

[indiscernible] the majority as the management control is what you're doing, sir?

Harish Kamath

executive
#68

That is already stated in the SPA. That will come irrespective of our holding. On 33% also, we will get there.

Operator

operator
#69

The next question is from the line of Nikhil Mathur from HDFC Mutual Fund.

Nikhil Mathur

analyst
#70

I just wanted to understand a bit more on the valuation paid for this acquisition. Can you explain a bit in detail what kind of valuation benchmarks has the company used to evaluate this particular asset? Obviously, on headline numbers, this valuation isn't making -- I mean it's difficult to justify the rationale about this acquisition. Maybe on price to book, there is some rationale for this particular acquisition. But if you are really looking at earnings to justify this particular acquisition, what kind of earnings are you looking at? Is it 2 years out, 3 years or 5 years out? I think some color on this will kind of give us some confidence what kind of profit you are regarding from this business in 2 years, 3 years, 5 years out?

Prashant Godha

executive
#71

Yes, that Mr. Jain has already explained. Now on a business of around INR 1,800 crore or so in second year after we took management control, the EBITDA to be around INR 300 crores. I'm talking only Unichem business.

Nikhil Mathur

analyst
#72

So just to understand this INR 300 crore number a bit better. If I look at the past history of Unichem, let's say, in FY '19, '20, '21, the gross margins for this business were pretty robust at 58%, and 62% also in one particular year. But still, the company wasn't able to generate positive core EBITDA. So is it entirely overheads which have to be normalized in the 2 years to achieve with this INR 300 crore EBITDA? Or sales growth has to come in to achieve this pretty good number? So if you can bridge the INR 300 crore number expected to how much of this would be sales and how much of this can be pulled out from cost escalation?

Prashant Godha

executive
#73

It is 3 things. One is sales growth. Second thing is operational efficiency improvement through whatever contribution we can do in increasing their efficiency of API facilities. Also synergies. All these 3 things should play for this number, what we are talking.

Nikhil Mathur

analyst
#74

Sir, the first, sales itself, why are these inefficient in this particular business? I mean if you can, at a broad level, kind of help us understand a bit what is plaguing the broader business that...

Prashant Godha

executive
#75

The question is obvious, capacity utilization. Second thing is [ ACA, whatever brass sizes ] and yield and other thing. These are the 2 basic things.

Nikhil Mathur

analyst
#76

Okay. Sir, to go from INR 1,250 worth crore of revenue to INR 1,700 crores, INR 1,800 crores over the course of 2 years, this growth stream seems pretty steep for a business which has only 40 products in the U.S. Any color on how many launches will be done in this 2-year period to drive this growth?

Harish Kamath

executive
#77

I told they already have 50-plus [indiscernible] for pre-launches. Another 10 products, they will launch over the course of time. Plus, we are also seeing their order received and order book position, and we are confident whatever guidance they have given for at least next financial year, they will achieve.

Nikhil Mathur

analyst
#78

Okay. Okay. And finally, sir, Mr. Jain, you have talked about these assets being pretty good. I think Unichem has had a decent U.S. upgrade track record in the past. But what we are seeing over the past 5, 6 years is that the goal post of FDA have been changing. Certain companies which seem to have had very good compliance have found themselves in some troubled waters at some point in time. So what kind of diligence have you done from your end to kind of establish that these assets won't suffer from any U.S. FDA compliance issues in the coming future? Because as far as I remember, I think most of the companies have gone through a cycle of mis -- noncompliance, then come out of it. So I just wanted to understand what kind of diligence, what kind of engagement we have done with the promoters of the target to kind of establish that these assets are pretty good?

Pranay Godha

executive
#79

So nobody can ever guarantee what will happen in the future. There is no guarantee of what FDA can do in the future for anyone or for any site on this world. So other than that, I think we've learned a lot in the last 7 years, 8 years, and we've used all of those, including some of our -- obviously, our internal and external resources to go through the due diligence, especially on the quality culture and the quality practices on the ongoing practices of their sites. And I think they're generally satisfied, and we believe that things will remain very much in control.

Nikhil Mathur

analyst
#80

Okay. So the quality system that will onboard, there will be no change then to that quality system or you need to do some...

Pranay Godha

executive
#81

Quality systems always have to be updated for the current requirement. That's why it's called CGMP. So whenever there is a need, wherever we see a scope of improvement, we will obviously -- every company that has to remain in the space will have to be proactively, at least to the best of its intent and expertise.

Nikhil Mathur

analyst
#82

But you're happy with what will come on board. We're not looking to make much changes to upgrade it as of now? I mean maybe 1 year, 2 year out, things might change, but...

Pranay Godha

executive
#83

As of now, as we speak, no, we don't expect to see much changes.

Operator

operator
#84

The next question is from the line of [ D.R. Rao from ADIA ].

Unknown Analyst

analyst
#85

Yes. Am I audible?

Operator

operator
#86

Yes, sir, you are audible.

Unknown Executive

executive
#87

Yes. Yes. Yes.

Unknown Analyst

analyst
#88

This is Prashant [indiscernible] from ADIA, Prashant and Rao. Sir, first question is, were there other bidders for this asset as well? Was this a market on the deal? Or this is a private transaction?

Ajit Kumar Jain

executive
#89

No, we are not aware of any other deals which they may be talking.

Unknown Analyst

analyst
#90

Yes. Okay. Yes. Mr. Jain, Mr. Godha, sir, I think most of the questions have equaled the same sentiment. That is that it cause own experience and many other Indian companies' experience in the U.S. market has been bad in the last -- because in the last decade actually and many other Indian companies in the last 3, 4 years. And now that we are seeing some cyclical improvement, there is some talk about cyclical improvement, we have to yet see the fruits of those. But -- I mean a market which is so dominantly, I would say, positioned for distributors. So two concerns there. One is regulatory. I mean we understand you've learned a lot, but could that be a risk? And then how do you calculate that when you were putting such a large capital allocation in the same market, which has hurt your asset returns in the past? And the second one is your own expectation, this INR 300 crore EBITDA on INR 1,800 crores or lower. Does this include the U.S. recovery that we are seeing right now, which could be cyclical for all you know?

Pranay Godha

executive
#91

The way we look at it, where there's adversity, there's a bit of an opportunity. Yes, undoubtedly due to the obvious market pressures from the buying side and/or from the supplier side from India, there has been quite a few disruptions and challenges. And as we see today, prices are getting kind of more rational and stabilized. We believe there is a scope for companies like Unichem and hopefully soon Ipca to make use of this opportunity. And as long as we remain both compliant and competitive, I think we can achieve these kind of numbers.

Unknown Analyst

analyst
#92

The other question is around this INR 1,800 crore kind of turnover. Just the 60 products, assuming what Mr. Kamath said, the 60 products, we assume all of them come through. Even then the INR 30 crores, INR 40 crores per product kind of -- is quite high. I'm not saying it's bad. I mean we'll take it with both hand. But these numbers are higher than what we have generally observed in me-too portfolios.

Harish Kamath

executive
#93

Sorry, sorry, we are just confused. We have not only in U.S., they are also in other markets. They do a lot of formulation business in Brazil. They have some business in the U.K. So this INR 1,800 crores includes all those businesses. They also have API business. All of them are included in this, it's not only U.S.

Unknown Analyst

analyst
#94

Should we assume half of this is U.S.?

Harish Kamath

executive
#95

About 60%, 65%, you can assume. 60% you can assume.

Unknown Analyst

analyst
#96

So even then around $2.5 million is clearly on the higher side. Would you also believe that it is on the higher side, that the product portfolio is generally producing higher value per product as such?

Harish Kamath

executive
#97

Today, also 8 to 10 of their formulations are giving much, much higher than the amount what you are talking. And it is only U.S.

Unknown Analyst

analyst
#98

Okay. And these are not early stages of competition. These are...

Harish Kamath

executive
#99

No, old -- older generics. And still, there is hope for them to grow their market share.

Unknown Analyst

analyst
#100

Okay. Okay. So just quickly understanding this, as Pranay was explaining that there's an opportunity you can use. Is it -- I mean what kind of recovery you're expecting in this INR 300 crore EBITDA performance? Could it be better if -- I mean is it -- if the market gets really rational, could it be better than the INR 300 crores?

Pranay Godha

executive
#101

I would not extend myself that far. Let's hope that it gets better. There's a target we have set for ourselves. We want to hit for it. And we are, at this moment, make -- doing everything or thinking through this matter as intensively as possible to achieve it. So I would not, let's say, bet on it right at this [ particular moment ].

Unknown Analyst

analyst
#102

Sir, can you split this into the 3 businesses, API formulations and the other countries' formulations. But if you can give us some -- because all the discussion has been around the U.S., if you can especially explain the strength in the other markets that unit can raise to the table? Other than just the registrations, are there sales team, branded sales teams, which you can boast about in this transaction? And one more last question there. In terms of profitability, if you look at INR 1700 crores, INR 1800 crores, and INR 300 crores, it is 13% -- sorry, 16%, 17% kind of margins. U.S. and these other formulations, which one would be the leader of -- the margin leader in this calculation of yours? So both these questions, please. That's all from my side.

Pranay Godha

executive
#103

Other than U.S., the other biggest segment is their contract manufacturing, which is primarily for European customers. And then there are other markets like Brazil, another emerging market. The API business is, again, dominant more in the European space and other, let's call it, emerging markets. So profitability wise, obviously, after, I would say, strictly as a percentage number, the emerging markets always are, from a percentage basis, more profitable. But from a core number point of view, CMO business and the deal business is now becoming more profitable than before.

Unknown Analyst

analyst
#104

Okay. And the CMO has strategic potential to be growing much larger, is it? Or is it again on 2 kind of business?

Pranay Godha

executive
#105

It is from a product point of view, yes, it is a me-too kind of a business from a potential to grow, obviously, because everybody needs a competent and a reliable supplier. And in that risk, in that market, again, Unichem has proved itself. It has great credibility. We know in the past from a competitor, how much it was difficult to compete with them on certain projects. So they have a very good relationship with some of their key clients, and they have a very good track record in terms of supply chain.

Operator

operator
#106

We have the next participant, Mr. Dheeresh Pathak from White Oak Capital, with the next question. Please go ahead.

Dheeresh Pathak

analyst
#107

So apart from the operating assets, the plants and the filings, is there noncore assets which you can monetize?

Ajit Kumar Jain

executive
#108

There is a property in Deveshwari, which is probably around 10 of acres land and all. Over a period of time, I think that's one possibility exists to monetize. And apart from that, they have almost around close to almost around INR 275 crores locked up in GST because we were following certain matter of, let's say, GST refund instead of GST going for rebate. And GST refunds take much longer time compared to GST going for rebate system. So it's possible to unlock that kind of cash maybe over a period of 1 year time. So that's basically cash available in the balance sheet of almost around INR 275 crores. So it's possible to take out that entire cash.

Dheeresh Pathak

analyst
#109

That has to be checked [ income ] from the government, right?

Ajit Kumar Jain

executive
#110

That's basically -- normally, all exporter goes for rebate system that reduce when you export something you prepare in say, GST invoice and pay the GST out of your credit. And hence -- and once your exports are done, within a period of 2 months time -- 1.5, 2 months time, you get the refund. But the rebates of the GST refund systems take a very long time because different applications, then process and all those kind of -- it takes sometime more than a year. So they have a huge amount of money which is lying in GST refund amount. So on which applications are doing or some applications has already gone. But when we change the method from the refunds to rebate, the cash will start coming out and with existing money which is locked up in refunds, is that coming in over a period of 1 year time, almost around close to INR 450 crores cash can be generated in the within from that change itself. And Deveshwari property would be almost around INR 300 crores broadly. We have not done any kind of verification right now. But looking at the market and 3.5 acres [ topline ], that should be sufficient currently here. That's the kind of cash could be available which can be utilized for the business.

Dheeresh Pathak

analyst
#111

And sir, this INR 1,800 crores revenue, this assumes optimal utilization of the current plants plus the plants which are in CWIP, right? And the current filings, right?

Ajit Kumar Jain

executive
#112

Yes, because they have already capitalized the Goa plant, which is the latest capacity they have put up on foundation side. On CWIP, there is some more assets which is there at Sitapur API plant, which is what, all around INR 100 crores are there. But that plant will have to be reworked out because they have not installed any kind of reactors or some. It's basically building and other assets are ready, but we will have to use all these kind of chemical hindering methods to understand that kind of re-work on the other processing areas to have a much better [indiscernible].

Dheeresh Pathak

analyst
#113

So to achieve that INR 1,800 crore, like another INR 500 crores from the extra revenue from the current end rate, you need to invest in working capital plus some CapEx. So what is that estimate of extra investment that needs to go in to generate the full INR 1,800 crore number?

Ajit Kumar Jain

executive
#114

[indiscernible] from Unichem's operation itself because GST refund itself will be a significant amount which will come out. We don't need any kind of additional cash. Rather cash will -- we like to look into the supply chain to see what kind of rationalization can be done on -- more particularly on the entire cash to cash cycle in terms of inventory holdings and in terms of all operations, synchronizing everything. So that part can also bring out some kind of cash from the system here.

Dheeresh Pathak

analyst
#115

So would you also step up your R&D investments for U.S. now?

Ajit Kumar Jain

executive
#116

Basically, on strategic policy, very, very clear that we don't want to do a lot of work based on somebody else's API. So it's all the kind of work is needed to be done is only based on our own API. And therefore, that work is not like say that currently Unichem is spending large amount of money on R&D. That also will need to be rationalized properly. So good amount of savings can also be generated from there because there's an integrated company, it's only the product development which will happen also only based on our own internal API and then forward. So it's not that [ tough, not only for pride ]. Yes, [ ANDA ] need to be filed and generated and all that. How much competitive you could remain on the outsourced API? And today, when the margins are under pressure, your operational efficiencies and all that can come only through your own API. So that's the business philosophy will not change here.

Operator

operator
#117

The next question is from the line of Ritesh Rathod from Nippon India Mutual Fund.

Ritesh Rathod

analyst
#118

Yes. Can you share what's your future plan on the pending stake post open offer? Would you acquire that stake? Or would you have any plans in the next 3 to 5 years of acquiring, or would the entity be kept as a listed entity?

Harish Kamath

executive
#119

It will be kept a listed entity. Our SPAs for acquiring 33.38% shareholding plus we are making open offer for 20%. If everything comes in the open offer, my holding will be around 60%.

Ritesh Rathod

analyst
#120

No, I'm talking post that, given many of your past acquisition, you have kept the stake, not taken it at 100%. So what are your plans over there?

Harish Kamath

executive
#121

No, no, this is a listed public company. In any case, the public holding has to be in excess of 25% to remain listed. So that will continue status.

Ritesh Rathod

analyst
#122

Okay. You don't plan to acquire 100%?

Harish Kamath

executive
#123

Currently, there are no such plans.

Ritesh Rathod

analyst
#124

] Just to -- in one of the previous question, since you're acquiring -- planning to acquire 60% at INR 1,800 crores, so your -- overall, you're just getting a proportionate stake. If I do a full company valuation, it's a INR 3,000 crores kind of a valuation.

Harish Kamath

executive
#125

That is correct.

Ritesh Rathod

analyst
#126

Yes, which is coming in somewhere around $350 million, or $370 million, whatever the number. And for 50, 60 ANDAs, it's too exciting. Maybe you need to -- I don't know what benchmarks you have taken for this, but it comes somewhere in $5 million to $7 million kind of a range, which is out of range. Maybe you can talk about non-U.S., but non-U.S., it's still not excess, 40%, 50% less than U.S. So this is on very extreme in terms of valuations when you use that [indiscernible]. And maybe on the capacity side, when you are saying that you have U.S. FDA approved facility, how many times this facility has been impacted till date by U.S. FDA since it started?

Harish Kamath

executive
#127

First of all, your comment that 50 ANDAs, that is not correct. They have about 75 filings plus they also have 78 DMFs for API. And these products can be marketed world over, not only necessarily in U.S. We are focused on OUS in U.K. and Brazil and some other countries. But we are present in many other markets. There is every scope to commercialize these products in those markets also. So we are not saying just for ANDAs, 50 ANDAs. We also have a lot of other IPS like 78 BMS for APIs which they have developed and filed.

Ritesh Rathod

analyst
#128

Okay. But still, the range is very, very high is what my point is. Even at 70 or 60 ANDAs, the per ANDA is $6 million or $5 million and whatever you want to do for the ANDA filing. It's about the range is what my point is. And can you just answer on this one, what's the regulatory track record of this Unichem plant? How many times they have till date been inspected? Even the last inspection was somewhat pre-COVID. But since their inspection, how many times U.S. FDA inspected the plant?

Harish Kamath

executive
#129

They have multiple plants, [ not ] 3 for API and 3 for formulation. And out of that, 2 formulation plants and 3 API plants are U.S. FDA approved. Multiple times, it is inspected. Some plants are new. They got approval recently. And other approvals are definitely pre-COVID only.

Ritesh Rathod

analyst
#130

And when it was the last inspection for all these plants?

Harish Kamath

executive
#131

I said [indiscernible], so pre-COVID.

Pranay Godha

executive
#132

2019, 2020. The last -- the very last inspection amongst the 5 sites was into 2020.

Ritesh Rathod

analyst
#133

And given the formulation plants are the key ones, so how many times those have got inspected?

Pranay Godha

executive
#134

And again, typically about 2 to 3 times, depending on which plant you are talking.

Ritesh Rathod

analyst
#135

Okay. Okay. I think you should rethink on this, given most of the investors what they are [ equaling ]. Yes, that's my final one.

Nikhil Upadhyay

analyst
#136

The next question is from the line of Nikhil Mathur from HDFC Mutual Fund.

Nikhil Mathur

analyst
#137

I just have one quick final question. What is Unichem's position today on the fine that has been imposed by the European Commission of INR 120 crores that is sitting as part of contingent liability? And second part to this question is that have you been able to derisk yourself from this particular penalty if it goes through? So I mean this penalty also should be take into consideration, right, I mean when we are talking about the acquisition value?

Harish Kamath

executive
#138

This is already considered fine calculating.

Nikhil Mathur

analyst
#139

No, I mean it is yet to be provided for, right?

Harish Kamath

executive
#140

The matter is also had to be finally settled still in the court.

Nikhil Mathur

analyst
#141

But are you working with the worst case scenario here that entire INR 120 crores has to be paid out?

Harish Kamath

executive
#142

There is a court procedure going on, plus there are several other possibilities and options also.

Operator

operator
#143

The next question is from the line of Vaibhav Badjatya from Honesty and Integrity Investment.

Vaibhav Badjatya

analyst
#144

As one of the earlier participants highlighted that the gross margin of Unichem business is actually very good as compared to some of the other U.S. focused players. So -- but what is the reason we will attribute that to? What are the advantages Unichem have which is the cause they are able to generate good gross margin?

Pranay Godha

executive
#145

On their key products, I believe that their economies -- scale economies and their [ rapid ] integrations. It's a combination of both. And in some cases, I think it's also because of their, I would say, cost competitiveness in addition to the above.

Vaibhav Badjatya

analyst
#146

Okay. Okay. Got it. And secondly, in terms of -- because now we will be in charge of things at Unichem. Do you plan any significant management changes there in terms of people who are looking after compliances and any other thing? I mean [indiscernible] do you plan any major management changes or mostly the things will be status quo?

Pranay Godha

executive
#147

Not at all. I think whatever the team, especially in the quality and operations side, they've generally done a good job. Their action are speaking louder than words, I would say. So I think that more or less means business as usual.

Vaibhav Badjatya

analyst
#148

Okay. And they also have a ASOP plan. So that ASOP will continue as it is? Or there will be some changes in that ASOP scheme as well?

Harish Kamath

executive
#149

Once a ASOP resolution is passed, it is generally valid for 10 years. So you can't change once the scheme is passed by shareholders to the detriment of the ASOP plan. It is that you cannot do.

Vaibhav Badjatya

analyst
#150

Okay. Okay. Understood. And for scaling up to this INR 1,800 crores, as you said, so will it require any cash infusion in any scenario from [ 8% ] or into the...

Harish Kamath

executive
#151

No, it has not -- No, no. It does not require.

Vaibhav Badjatya

analyst
#152

Okay. And there is no plan as of now to kind of merge Unichem with Ipca after open of the completion after the acquiring...

Harish Kamath

executive
#153

No. Absolutely not, no.

Operator

operator
#154

We have the next question from the line of Surya Patra from PhillipCapital.

Surya Patra

analyst
#155

First question is that, see, obviously, you have guided that the Unichem's business, possibly in 2 years' time, likely to achieve something like INR 1,800-odd crore. We know that around 70% or slightly more than that of our business for this currently generated is relating to U.S. and Europe. And so we are obviously targeting to achieve certain growth number on that. But what is the celebrating benefit that we are targeting for Ipca's portfolio in U.S. business, or in U.S. [ end ]? So obviously, there will be some purposes and that is a natural key rationale behind the acquisition. So can you throw some light about that what is your thought process about taking Ipca portfolio to U.S. market? And how can you get or Ipca can get complemented by the assets of Unichem?

Pranay Godha

executive
#156

So for some of their core products, even today, we believe they can benefit from Ipca's cost competency in terms of the APIs for their own raw material consumption. And I'm over here, I'm being a bit optimistic. I do look at our Ratlam facility will have a positive outcome by the will of God, I would say, in the very near future, that we are trying very hard for that, too. So with that assumption in place, we believe we can be a very good alternative supplier, I would say, primary supplier for some of their own raw materials or some APIs. Irrespective of that, even if we do a tech transfer of our technology on their facility, they can get to benefit from the better processes that we have. Then on the other side, we find some of their APIs have better cost competencies, but not adequate scale, which we think we can provide very easily within our available facilities. So there is going to be quite a few give and takes happening between the 2 companies in order best utilize not just the capacity, but to utilize the cost competencies also. And of course, in addition, at the cost of being repetitive, Mr. Kamath had also mentioned that we are looking upon the already developed products to be extended out into other related markets.

Surya Patra

analyst
#157

Okay. And sir, in terms of the -- let's say, you have mentioned that the top 10 product is generating almost 75% of our U.S. revenue, and obviously, that means they are having a kind of significant cost advantage or something like that in this like very -- in this cost competitive world, they are so successful on those products. So if you can share what is the level of API integration that we are having, level of record integration I mean to say here. [indiscernible] are they [indiscernible] [ intermittently available ]?

Ajit Kumar Jain

executive
#158

Most of their products are [indiscernible] except the few products which [indiscernible] API from outside. But most of their -- now overall, let's say, DMFs are from, let's say, stage 2, stage 3 something like that, not too much backward integrated, and there are from the [indiscernible] to the final kind of API synthesis. So there, we can add a lot of value to them in terms of providing the further backward integration in terms of intermediates and some of the sources replacement and also possible and our facility to get [indiscernible].

Operator

operator
#159

Sir, sorry to interrupt. You're not very audible. The volume for you have has gone low. Can you speak closer to the mic?

Ajit Kumar Jain

executive
#160

Yes. So some of the APIs are outsourced. Most of their APIs are basically from their own record integration side. But most of the expenses are also from, let's say, from the late stage intermediates and all. Where it [indiscernible] enables the value in terms of providing a more cost-efficient intermediates or something like that. And as Pranay has already said that some of the alternative -- some of the APIs which currently outsource, it's possible to do large direct transfers to them and produce our products at their site and create further more efficiency, cost efficiencies and for them to further maximize the [indiscernible], yes.

Surya Patra

analyst
#161

Sir, just last one question. You talked a lot about the cost optimization [indiscernible]. Also, what is the ultimate outcome and the level over the next 2 years' time post integration? So sure, I'm achieving that, let's say, integration time will be 1 year and close to 2 years for that given to your period in payment peers that you will like to rethink this INR 300 crore kind of number, but for better confidence on it.

Ajit Kumar Jain

executive
#162

Which could be even longer also because pharma being regulated, for API need to be regulated, the right process need to be validated and again, formulation that has needed to be taken, that validations are required. So sometimes it can go to around 1.5 years. So not all APIs are to be done that way. So key focus API, that kind of program can be planned and could be implemented in a period of around 1.5 years' time.

Surya Patra

analyst
#163

Yes, exactly, sir. So the -- particularly, this was my point. So hence, just to have a better confidence about the cost optimization. So, if I just comparatively see Ipca's costing and the [indiscernible], there is a significant difference. So let's say, to start with, obviously, on the gross margin front, it could be comparable, but let's say, R&D spend itself, it is kind of a 10% of the revenues. So if you see the other expenses, then that is also significantly higher. So the initial -- the cost line items that could be also some -- could see some action from your side and could bring in immediate kind of cost saving. So could you share your focuses on that cost optimization during the process of integration because otherwise...

Ajit Kumar Jain

executive
#164

We will have to look into their entire overheads and look into the whole thing. And those optimizations will have to be done because it's not the gross margin, not issue as far as Unichem is concerned. They have good gross margins. Can be further accounts to prove further process optimization and cost reductions and all that kind of thing for more, particularly in API formulation side? I think it's possible. Formulation side only, you can have higher capacity utilizations and margins. So that's one. But on the API side, we have those kind of cost optimization thought process. But immediate would be the -- your cost rationalization itself, as you rightly said, the R&D cost itself is very high. And there are a lot of other costs which will have to go through, but once we come in management, then only we will be able to look into the other things and then work on them. So certainly, there are scopes to rationalize those kind of costs here.

Surya Patra

analyst
#165

Even if you are not having 51% stake post this open offer, can you integrate this or consolidated this business into customers?

Ajit Kumar Jain

executive
#166

We'll have to follow up the land, law of the land on that.

Surya Patra

analyst
#167

Yes. So majority control in the management will not mean to -- or will not allow you to consolidate?

Harish Kamath

executive
#168

Consolidation will happen, whether it is single line consolidation or line-by-line consolidation. That is the only difference. But consolidation, [indiscernible], yes.

Operator

operator
#169

The next question is from the line of Cyndrella Thomas Carvalho from JM Financial Limited.

Cyndrella Carvalho

analyst
#170

You are talking about integration from a specific factor, as well as the process of your having backward integration with your filing. So out of the top 10 products [indiscernible] composition for the U.S. sales from the top 10 products, how much is backward integrated [indiscernible]?

Pranay Godha

executive
#171

Entirely all those products there is backwards integration for the [indiscernible]. Ms. Carvalho, just to be clear, if you're asking how much of the top 10 products, what is the percentage of backward integration? How many are backward integrated?

Cyndrella Carvalho

analyst
#172

Correct.

Pranay Godha

executive
#173

About 70% of those.

Cyndrella Carvalho

analyst
#174

70%, and what factors will contribute for the difference? [ Delay]?

Pranay Godha

executive
#175

Yes. Yes.

Cyndrella Carvalho

analyst
#176

Okay. Okay. When I look at the 9-month performance, the gross margin for the 9 months has kind of come off. What should be [indiscernible]?

Prashant Godha

executive
#177

[indiscernible] there is some problem, you are not audible.

Cyndrella Carvalho

analyst
#178

Is this any better, sir, now?

Prashant Godha

executive
#179

Yes. Now it is better.

Cyndrella Carvalho

analyst
#180

Yes. I think if I look at the 9-month performance of clinical numbers, we have seen gross margin closer to 59%. And if I look at them on the annual run rate, they have been around 56% to 57%. So what should be a retainable run rate that we should look at, and largely what that was this lower gross margin in the 9- month? If you can help us.

Prashant Godha

executive
#181

It's to do with the product mix, that's it. So on a normalized basis, you can presume it will be anywhere between 60% to 65%.

Cyndrella Carvalho

analyst
#182

Okay. And sir, in terms of any U.S. FDA schedules for the cGMP that you might have been over but for the 2 formulas [indiscernible] that you could share with us?

Harish Kamath

executive
#183

Again, again, you are -- you're voice is not audible.

Pranay Godha

executive
#184

Are you asking if there is any inspection scheduled in the near future?

Cyndrella Carvalho

analyst
#185

Yes, for the cGMP. Yes, for the cGMP.

Pranay Godha

executive
#186

No, not that we are aware of.

Cyndrella Carvalho

analyst
#187

And any significant filings that can trigger that inspection from the facility?

Pranay Godha

executive
#188

There are filings on a regular basis. I don't know how to categorize on a significant. There's nothing that can be called as a [indiscernible] to file kind of thing. So they are their normal filings.

Harish Kamath

executive
#189

And there is nothing to trigger inspection. All their facilities are inspected by every regulator of the world, and they have all the approvals.

Cyndrella Carvalho

analyst
#190

Yes. So that's why I was trying to understand any cGMP schedule is there or anything?

Harish Kamath

executive
#191

Nothing -- there are no issues. There are no schedules.

Cyndrella Carvalho

analyst
#192

Okay. Okay. And sir, in terms of the time line, how should we look at this deal from a consolidated entity?

Harish Kamath

executive
#193

CCA approval then open offer. Once open offer is completed, then only we get whatever control we get as per the SPA. So it may be at the best case scenario maybe 12 months from now.

Cyndrella Carvalho

analyst
#194

Okay. Four to 6 months as far as I understand.

Harish Kamath

executive
#195

All depends on when CCA approval will come.

Operator

operator
#196

The next question is from the line of Ashish Thavkar from IIFL AMC.

Ashish Thavkar

analyst
#197

In the opening comments, you did mention about 16% to 17% growth. So that was for Ipca on an organic basis, right? And then you are guiding for INR 1,800 crores of revenues for Unichem. Is that a right understanding?

Prashant Godha

executive
#198

Both growth and revenue is talk about Unichem only. We have not spoken anything about Ipca guidance in this call. We spoke only about Unichem.

Ashish Thavkar

analyst
#199

Okay. Fair enough. So INR 300 crore EBITDA on a INR 1,800 crore top line. Yes, so that's still 2 years out, it would still be a top 10% ROCE business. So what are your plans? Is there a certain mindset that you need to take ROCE and bring it to the company level, some guidance to that?

Prashant Godha

executive
#200

We are also telling there are other synergic benefits available to Ipca also. We can take their products in all other markets where they are not currently operating. There is Australia and New Zealand, there is whole of Europe, where we have a very big presence now. So our basket of offering in these markets will increase. They can manufacture and I can market. Both will benefit out of that.

Ashish Thavkar

analyst
#201

Okay. And...

Prashant Godha

executive
#202

Similarly, I can market their branded formulation in the ROW market also.

Ashish Thavkar

analyst
#203

Okay. Got that. And there any certain facilities [indiscernible].

Prashant Godha

executive
#204

Pardon?

Ashish Thavkar

analyst
#205

[indiscernible] Facility, are there some tax benefits there?

Prashant Godha

executive
#206

No, nobody has any tax benefit. Everywhere there is sunset now. There is no tax benefit now.

Ashish Thavkar

analyst
#207

Okay. Nothing under Goa, which is the latest one?

Prashant Godha

executive
#208

Nowhere in India, for that matter.

Operator

operator
#209

The next question is from the line of Rahul Jeewani from IIFL.

Rahul Jeewani

analyst
#210

I hope I am audible?

Operator

operator
#211

Yes, Rahul.

Prashant Godha

executive
#212

Yes, Rahul. Yes.

Rahul Jeewani

analyst
#213

Yes, sir, can you comment on the availability of management by anywhere for managing this acquisition? And why I asked that question, because if you see on an organic basis as well, we were running several projects across our business. So [indiscernible] 25% of that expansion which we carried out on the India business this year, on the [indiscernible] expansion, which we are doing at the Ratlam and the Dewas API plant of the realignment of the distribution network in the U.K. So you already had some of these organic projects ongoing, and on top of that, this acquisition that for a market which hasn't been a focal point for you for past 8 years. So how is the management bandwidth, how the management bandwidth will get allocated in terms of integrating this asset?

Pranay Godha

executive
#214

So from a management bandwidth point of view, thankfully, I think we can only thank Dr. Mody and his team. They have built an amazing team over there. So we see very -- practically no reason to fix up the top management and lower levels. At the same time, even though from a business point of view we were not generating any sales, it is pretty obvious, for us at least, that U.S. will always remain a market where we have to get back to and enter as fast as possible. It is the largest generic market and more so for the kind of products Ipca and Unichem are involved in. So I think this was only a matter of time for us to end up directly or indirectly to this.

Rahul Jeewani

analyst
#215

Okay. But Dr. Mody would not have any interest in the game now given that you also indicated that once you acquire or once the open offer is through, you will have primary control of the business. So let's say, in terms of the top management of Ipca, how would you allocate the time between the various business segments of yours?

Ajit Kumar Jain

executive
#216

Whatever projects you are talking about is [indiscernible]. They are supervised by the top management. Otherwise, they are handled by the operating team. As far as Unichem is concerned, that change is good. What we need to do is the same certain directions, same certain reviews and build certain focus and -- on API front, yes, our interventions will be larger ones. And we have the competent team to look after that part so that more operating efficiency can be built up in their system. I want to ensure that there it can [ help to intervene ], yes.

Rahul Jeewani

analyst
#217

And just a few questions on the structuring of the deal. So would the deal require any approval from shareholders of Ipca?

Harish Kamath

executive
#218

No, no. It does not require.

Rahul Jeewani

analyst
#219

And for line-by-line consolidation, our stake in the entity has to be more than 51%. Only then it will get consolidated on line-by-line?

Harish Kamath

executive
#220

Yes. That is right.

Operator

operator
#221

Please go ahead.

Unknown Analyst

analyst
#222

[indiscernible]

Operator

operator
#223

Sir, sorry to interrupt. The line for you is sounding muffled and the volume is low. Sir, if you could please use the handset when you speak.

Unknown Analyst

analyst
#224

Is it better now?

Operator

operator
#225

This is much better, sir, please go ahead.

Unknown Analyst

analyst
#226

So, then just to understand, I think in your opening remarks, you indicated that this deal would be financed through the internal receivables. Does it mean that we don't have to take any debt for this deal?

Ajit Kumar Jain

executive
#227

Basically, we have the kind of network. So we are utilizing that for it. And for working capital, we will be utilizing the working capital financing, so. The deal is that for buying the shares, you can't have borrowing from the bank. For our normal working capital we will have some borrowings there.

Unknown Analyst

analyst
#228

Okay. The second thing, while I understand you have given an outlook for the next 2 years, and there are kind of scope and potential in terms of what we can do with these assets and what it can bring on the table for us, and even, obviously, improving the business metrics for Unichem. But when I think from an investor perspective or even at your perspective, how do you see this payback period of the segregation? I'm taking out maybe loan for a INR 250 crores, INR 300 crores of what is building awaiting kind of from [indiscernible] even from the government of India with regard to GST. So let's say that enterprise revenue is INR 2,500 crores, INR 2,600 crores, what could be the [indiscernible]?

Ajit Kumar Jain

executive
#229

We have talked about a lot of things with Ipca will do with their product range in terms of expanding the market reach of those products. And right now, we have not made any of those kind of calculations. So right now, it's difficult to say that what would is the payback. Right now, we have indicated that once we are in the management, what is possible over a period of 2 years' time. But as the market extensions and all those things are done, the scenario will [ probably change ]. So right now, those calculations are not [ done ].

Unknown Analyst

analyst
#230

Sorry to push you just little further on this. And given the way we have operated the assets in the past, which is 20% plus kind of ROCE, ROE, do you think that over time, we should expect the similar kind of [ reconcile ] from these assets also?

Ajit Kumar Jain

executive
#231

It will all depend on what can this overall comes out once we do all those kind of integrations and market extension. So right now, I'm not commenting on that part.

Unknown Analyst

analyst
#232

And just the last question, sir. We -- at least in the last annual report, there's a CWIP of around INR 490 crores. So if I include in the net book of INR 900 crores to the total gross book or total growth would be a bit at around INR 1,300 crores, INR 1,400 crores kind of number. So on that growth, what could be the potential revenue which we can generate from these facilities? Obviously, it depends upon the kind of [ work ] which you file and all those things, but just as a ballpark number?

Prashant Godha

executive
#233

Yes. Out of that, the Goa facility just commercialized [indiscernible].

Unknown Analyst

analyst
#234

Yes. So [indiscernible] what could be the peak potential revenue from all the effective build out and available to us now?

Ajit Kumar Jain

executive
#235

Practically, it can go up to maybe around INR 2,700 crores to INR 2,800 crores.

Operator

operator
#236

Ladies and gentlemen, that was the last question for today. I would now like to hand the conference over to the management for closing comments. Over to you, sir.

Prashant Godha

executive
#237

Thank you. Thank you all for joining this con call. Thank you.

Operator

operator
#238

Thank you. On behalf of DAM Capital Advisors Limited, that concludes this conference. Thank you for joining us. You may now disconnect your lines.

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