Kiri Industries Limited (532967) Earnings Call Transcript & Summary

May 31, 2024

BSE Limited IN Materials Chemicals earnings 61 min

Earnings Call Speaker Segments

Operator

operator
#1

Ladies and gentlemen, good day, and welcome to the Q4 and FY '24 Earnings Conference Call of Kiri Industries Limited. [Operator Instructions] Please note that this conference is being recorded. At this time, I would like to hand the conference over to Ms. Purvangi Jain from Valorem Advisors. Thank you, and over to you ma'am.

Purvangi Jain

attendee
#2

Good morning, everyone, and a warm welcome to you all. My name is Purvangi Jain from Valorem Advisors. We represent the Investor Relations of Kiri Industries Limited. On behalf of the company, I would like to thank you all for participating in the company's earnings conference call for the fourth quarter and financial year ending 2024. Before we begin, I would like to mention a short cautionary statement. Some of the statements made in today's earnings call may be forward-looking in nature. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from those anticipated. Such statements are based on management's beliefs as well as assumptions made by, and information currently available to the management. Audiences are cautioned not to place undue reliance on these forward-looking statements in making any investment decisions. The purpose of today's earnings conference call is purely to educate and bring awareness about the company's fundamental business and financial quarter under review. I would like to now introduce you to the management participating with us in today's conference call. We have with us Mr. Manish Kiri, Chairman and Managing Director; Mr. Jayesh Hirani, Senior Manager, Accounts and Finance; and Mr. Suresh Gondalia, Company Secretary. I would now request Mr. Manish Kiri to give his opening remarks. Thank you, and over to you, sir.

Manishbhai Kiri

executive
#3

Good morning, everybody, and welcome to the earnings conference call for the fourth quarter and financial year 2024. Let me first brief you on the financial performance of the fourth quarter and financial year 2024, followed by the operational highlights. On a stand-alone basis, in the fourth quarter of financial year 2024, the revenue from the operations grew by 27% on a year-on-year basis to INR 200 crores, the EBITDA loss reduced by 29% year-on-year to INR 11 crores and EBITDA loss reduced by 50% on quarter-on-quarter basis. The net loss for the quarter was INR 29 crores. This loss also include the legal costs incurred during the quarter. For the financial, we are ending 2024, stand-alone revenue from the operations were INR 633 crores, which grew by approximately 5% on a year-on-year basis. And the EBITDA loss was INR 63 crores against EBITDA loss of INR 109 crores in the last financial year. Net loss was reported at INR 94 crores versus a net loss of INR 134 crores in the previous financial year. On a consolidated basis, the revenue from operations for the first -- for the fourth quarter stood at INR 269 crores, which grew by about 21%, year-on-year basis with an EBITDA profit of around INR 5 crores as compared to the EBITDA loss of INR 5 crores in the corresponding quarter of the financial year. And EBITDA loss was INR 11 crores on quarter 3, 2024. Net loss for the quarter before share of profit of associates was about INR 16 crore against INR 29 crore in FY -- quarter 3 FY 2024. The revenue and EBITDA of long-term Kiri for quarter 4, 2024, for 40% stake of Kiri, included in these financials amounted to INR 88 crores and INR 18 crores, respectively, which were INR 64 crores and INR 11 crores for quarter 4 2023. During quarter 4 2024, company was able to restrict EBITDA deficit as compared to previous 3 quarters, mainly on account of better mature margins in commodities market. Hopefully, the material margins continue to strengthen in coming quarters and demand in international market picks up and also manufacturers are able to sell their products at better prices, enabling manufacturers to earn profits. For the financial year ending 2024. On a consolidated basis, the revenue from operations was INR 949 crores. The EBITDA loss was INR 12 crores against EBITDA loss of INR 39 crores in the last financial year. Net loss was INR 88 crores versus net loss of INR 105 crore in the last financial year. In consolidated statement, the share of profit of associates include INR 221 crore of share of profit of DyStar, which does not have any impact on the valuation of the stake of Kiri in DyStar. With regards to the DyStar sales, Kiri has recently received a significant judgment on May 20, 2024, from Singapore International Commercial Court regarding legal proceedings related to the enforcement of a buyout order issued earlier by SICC. According to the order, Kiri is entitled to receive $603.8 million as a priority from the en bloc sale of entire shareholding of DyStar, the remaining balance from the proceeds of sale of DyStar will go to Senda. Moreover, the court has ruled that en block sale of DyStar will proceed without any reserve price. And the long stock date is set for December 31, 2025. This judgment makes a significant milestone for Kiri to secure $603.8 million after a long journey of litigation against its en block its joint venture partner, signaling that the end of the tunnel is finally in sight. With that, I would now like to open the floor for any questions. Thank you.

Operator

operator
#4

[Operator Instructions] The first question is from the line of Amit Mehendale from RoboCapital.

Amit Mehendale

analyst
#5

Manishbhai, first of all, congrats on getting a positive verdict. It's been a long battle and great to see a home time line now. So from now to next to 18 -- yes. So from now for the next 18 months, how do we see the process playing out? And do we expect money in the bank by December next year, December '25?

Manishbhai Kiri

executive
#6

I think, yes, we can expect before that actually because the way the sell process is planned by the receiver, which is Deloitte. They have already started working on preparing the information memorandum and required material due diligences, mandatory diligences, so all that process has been going on since their appointment since February 2024. Now we are expecting somewhere around July-August, the bidding and the auction should start, and as per the time line thereafter, the indication is that the sell process should get concluded by around June 2025, but to have 6 months of cushion to have an extra buffer period, I think what SICC decided to have based on the recommendation from the receiver December 2025. But as a management, we are expecting the sell process to get concluded well before that. And the money should be coming to an account before that, yes.

Amit Mehendale

analyst
#7

Yes. And what will be the capital gains or PAT impact on that?

Manishbhai Kiri

executive
#8

Based on the advice we have, as we would not be taking into account the indexing. We'll be paying 10% capital gain tax.

Amit Mehendale

analyst
#9

Okay. Great. And finally, how do we plan to deploy the funds -- sorry.

Manishbhai Kiri

executive
#10

Yes. So I think that, that is still under the process reviewed by the Kiri's Board. But as I earlier broadly mentioned, there would be new exciting projects, which you will see in the sectors other than dyes and intermediates, which we are still contemplating. We will also see some benefits to the shareholders, and you will also see that we might reserve some funds for the future investment. So it would be a mix of the use, which would be prudent for the stakeholders, actually.

Amit Mehendale

analyst
#11

Okay. Sir, any broad idea on what -- link sir in percentage terms, what can be returned to shareholders? And what can be invested and what can be kept for future reserve? Any broad like -- will it be 1/3 each or?

Manishbhai Kiri

executive
#12

No, I think majority of the funds would be used because Kiri could not grow for more than 10 years due to this litigation. And if you look at our growth was almost [indiscernible], so you can say that Kiri could not have ability to grow because of the litigation and the shareholder's dispute. So majority of the funds would be used for the future growth. And for the projects and also a number of initiatives, which the management has been taking, so majority of the funds would be utilized for the future, for the growth and for taking Kiri to the new levels. So we will be working on that.

Amit Mehendale

analyst
#13

And any indicative internal IRRs that hurdle IRR that may use for CapEx?

Manishbhai Kiri

executive
#14

We have minimum IRR that we are looking at is 25% for the new project for CapEx, but our target is to have more than 30% IRR on any new projects.

Operator

operator
#15

The next question is from the line of Madhur Rathi from Counter Cyclical Investments.

Madhur Rathi

analyst
#16

Sir, when I look at our promoter shareholding, it has decreased from 38% to 26% right now over the past 2, 3 years. And sir, you are telling that like we are on the road -- so the court has made judgment in our favor, so why is that then because investor confidence declined due to the recent of -- or action. So if you got anything to understand that?

Manishbhai Kiri

executive
#17

Well, I have already indicated in earlier conference calls, and I would repeat that here also that promoters are highly inclined to increase the stake. And it all depends on the arrangement that the promoters are able to do to increase the stake. The intention is very positive, and we have been working on for quite a long for more than a year. And hopefully, we should be able to do it in the near future and address your question that the promoter shareholding are highly, highly keenly interested to increase now.

Madhur Rathi

analyst
#18

Okay. Sir, and my next question would be, sir, what will be our outlook for FY '25 in terms of top line and bottom line for a stand-alone business, as well as our subsidiary business, or some [indiscernible] models on that?

Manishbhai Kiri

executive
#19

Sure. If you -- our interim budget for 2024, '25 because you look at the business as India operations on more of a consolidated basis because if you -- if you look at the sale of intermediates from Kiri to Lonsen Kiri, and then finished products go from Lonsen Kiri throughout, a lot of finished products go from Kiri dyes units to out. So when you put the dyes business together and also intermediate business together, the sensible analysis can be derived from the consolidated number of India operations, not DyStar. Not accounting for DyStar, but consider the additional profit that we make on selling the dyes. So if you look at the consolidated number on -- for this year, we could generate around 3% positive EBITDA. And we expect that we would cross at least INR 1,200 crores in 2024, '22 (sic) [ '25 ]. And we would try to have consolidated EBITDA of not 3%, at least between 5% to 10%. And looking at the improvements in the industry, looking at the revisal on the demand, hopefully, we should be able to make this target.

Madhur Rathi

analyst
#20

Okay. Sir that's imperative. Sir, when I -- so we have some -- sir, do you have some projects in [indiscernible]...

Operator

operator
#21

I request you to come back for a follow-up question.

Madhur Rathi

analyst
#22

Sure.

Operator

operator
#23

Yes. The next question is from the line of Bhavesh Chauhan from Aditya Birla Group.

Bhavesh Chauhan

analyst
#24

Sir, I want to understand just going forward, will we incur any litigation expenses that now case is over?

Manishbhai Kiri

executive
#25

Yes. I think we will continue to incur the litigation expenses till the funds come to our account. And what has been happening now is we have been actively engaged through our lawyers with the receiver. So receiver is trying to sell the company. And wherever the involvement of shareholders, Kiri, Senda, DyStar as a company, we need to be continuously involved in helping them in the process. And the entire process is conducted through the Kiri's counsel. Similarly, every party's counsel has been represented with counsel of the receivables. So for example, receiver's counsel is a one partner, and there is continuous communication, which has been with own partners. Now -- and also court has been asking submissions wherever necessary to decide on certain matters, while the sell process is continuing. So the engagement of counsel is continuing. The legal cost is incurring. We would not have probably the hearings, so per se, but some legal costs would continue to incur. It would be lesser than the earlier months, but it would continue to incur some legal cost til the money comes to our account.

Bhavesh Chauhan

analyst
#26

Okay. That's encouraging. And sir, with regards to the sale, why has this is [indiscernible] a particular deadline of 2025 because I mean, it should be like the process should be started and should be completed as soon as possible. Will we able to do constraint process?

Manishbhai Kiri

executive
#27

No. There is no constraint actually. We -- the possible -- the sell process has already started from February 2024, which has been 3, 4 months already now in the process. And what receiver has rightly indicated, is that the DyStar is a complex company, and there are multiple jurisdictions involved. And sell process will take somewhere from 9 months to 1-year and 4 months, right? And there are certain transactions, certain sales, which the receiver has a history of conducting as Deloitte also within this time frame. So indicative time frame to sell the company is ranging from 9 months from the appointment of the receiver to 1-year and 4 months. 6 months more has been considered as the contingency as a buffer time, let us say, if the sell process spill over on some regulatory approvals required by the buyer. So 6 months has been kept with a sense that if something gets delayed, there is a cushion before we got exercise, if you read the judgment something called a nuclear option, okay? And that nuclear option can be exercised by the court post long stop date. So the reason it is called long stop date of December 2025 is after that, when DyStar to be sold in the pieces, to be liquidated instead of selling the whole company as a growing concern and Kiri's dues needs to be paid. So there is a definitive timeline before which the company is to be sold and Kiri is to be paid. Post that, the company is to be liquidated if required MTDs to be paid. So that is why this long stop date with 6 months cushion has been decided by the court. But actual sell process, we expect should get realized before that, much before that.

Operator

operator
#28

[Operator Instructions] The next question is from the line of Burramsetty Suresh from Burram Financials.

Burramsetty Suresh

analyst
#29

How are you, sir?

Manishbhai Kiri

executive
#30

Good, Suresh Ji. How are you?

Burramsetty Suresh

analyst
#31

Sir, actually, congratulations sir on fixed the amount of together Kiri, Dystar amount. But sir you have increased the stake in Kiri before -- after receive the amount and before you started the accumulate the stake -- increased the stake in Kiri sir?

Manishbhai Kiri

executive
#32

The promoters have been in the process of arranging securing funds and also utilizing their assets to support fund. So as soon as that process is completed, promoters, as I mentioned, are very, very keen to increase the stake as early as possible.

Burramsetty Suresh

analyst
#33

After making the money and...

Manishbhai Kiri

executive
#34

And it is not related to any events or anything like that. It all depends on how we are able to gather funds and utilize for increase.

Burramsetty Suresh

analyst
#35

Sir 100%. Actually, sir, you already -- some amount is received from market capitalization is Kiri around INR 2,000 crores, but you have received INR 5,000 crores amount at least. Generally, if you are not interested to any mutual funds or any other buyers not interested, have you contact any funds, and what is the reason, sir?

Manishbhai Kiri

executive
#36

I think there are a lot of inquiries or meetings take place with various funds, and we continue to address them. I will not be able to give the reason why market is doing something different than what you have your views. But I can say that the litigation has been going on for almost 10 years. And funds have been dealing to receive by the company for many years. And court process as we all have seen, have a lot of uncertainties sometimes. So I think keeping that in view, the market participants might be waiting. Again, this is my assumption to get the funds as to realize and to see that whether the money comes to Kiri's account or not. So that could be one of the reasons if I can think the way the questions that you are asking. So that could be the way that wait till what comes, and then they may take the decision. But from our side, we continuously engage ourselves with the prospective investors, and we continue the process to address them, answer them and update them [indiscernible] on the company. So we are doing that job from our side on a regular basis.

Burramsetty Suresh

analyst
#37

At this time, can you confirm the final amount and take time also decided to in the fourth quarter December 25. But already have stake from foreigners around 40-plus percent, but that foreigners are not interested to increase the stake and stake are not interested to increase this?

Manishbhai Kiri

executive
#38

I cannot speak on their behalf. It is their decision, its investor decision is the person like you who invest in the company, their decision. What they do, why they do, what make they do, it's up to them. Only thing we can do is we can produce the facts; we can showcase what we are doing and we present ourselves and it's up to the market them to decide. We have limited visibility on the investor side.

Burramsetty Suresh

analyst
#39

Actually, from a [indiscernible] is a long back in sense, but investors are also waiting for some 10 years. You can already subsidiary is -- proposal with hydrogen subsidiaries. You can receive the amount, you can plan with green hydrogen projects and Kiri development is going on and green hydrogen product is taken sir, is that logical?

Manishbhai Kiri

executive
#40

There are several options. There are several exciting projects. And each project is better than others, not into dyes and intermediate industries that we have been working on. And we would try to embark on the projects that can earn more than 25% to 30% even IRR for the shareholders of the company. And we will strive to invest into those projects, greenfield projects, the projects which relates to the growth of India. The project that those relates to the replacement of imports in India on Atmanirbar policies. So we would align ourselves with the growth of the country in all these exciting sectors once the funds are available. So -- but we are working on it, preparing our groundwork, preparing our homework and at an appropriate time, we will announce 3 projects we are entering to. The near we come to the visibility of the funds, the better we would have the position to update you on these projects. But yes, there are very good projects that the company is working on right now.

Burramsetty Suresh

analyst
#41

And [indiscernible] can play into the welfare [indiscernible] doing a good one.

Operator

operator
#42

I request you to come back for a follow-up question. The next question is from the line of Abhishek Naik from Hexagon Asset.

Abhishek Naik

analyst
#43

Congratulations on the verdict. My first question is a bookkeeping question -- my first question is a bookkeeping question, sir. If you could share the cash balance at DyStar, do you have that number available?

Manishbhai Kiri

executive
#44

As on year-end, which was the March -- the December end for DyStar financial year, it was around $508 million. And by end of March, I don't have a balance sheet item, but looking at the profitability and the cash generation, I would say the cash in the company will be at least $550 million, maybe more than that.

Abhishek Naik

analyst
#45

Okay. Okay. And my second question is with regard to appeal process. I fully believe that Senda would like to appeal this and try to go for a reserve price or approve RETA sharing of personnel proceeds. So when are we likely to start that process? And what would be the expected time line according to you?

Manishbhai Kiri

executive
#46

The final appeal is 30 days from the date of the order. So from 20th of May, it would be around 20th of June that the appeals needs to be filed. So 30 days' time is what is a statutory time to file an appeal. And it will take at least another 9 months' time. So let's say, by March 2025 we should have -- based on our prior experience, it takes around 7 months to a year time. If I take average of 9 months, then you are looking at March 2025 where the appeal should be completed. But the sell process is not going to stop. There is no stay on discontinuing sell process, awaiting the outcome of the appeal. So that is not the case. So it is not going to offset their time lines in the sell process that has been decided by the court.

Abhishek Naik

analyst
#47

Understood. Understood. And also do you also plan to appeal for the...

Operator

operator
#48

I request you to come back for a follow-up question.

Abhishek Naik

analyst
#49

It's just a follow-up question. It's interest appeal question?

Manishbhai Kiri

executive
#50

Yes, I will -- we have a legal advice to strongly file an appeal for the interest part, which we haven't got -- gotten. So interest part is an important part, and we have a very strong reasoning. Our belief is strong. So we will file appeal for the interest.

Operator

operator
#51

The next question is from the line of Kevin from Capral Capital.

Unknown Analyst

analyst
#52

Sir, I just wanted to understand how much valuation do you assess for the DyStar since -- if you see in 2024 since last 10 years, the sales has not increased, the profitability is almost the same. So we can talk about cycles, right. But how much valuation do you assess that DyStar will get a minimum of that valuation? And my second question was, are you seeing potential buyers right now? So are you seen an inquiries for the purchase of the DyStar stake in the en bloc sale? so yes, these are my 2 questions.

Manishbhai Kiri

executive
#53

Yes. So to answer your first question, if you look at the cash free, debt-free basis and if you look at the consistency of EBITDA of DyStar based on the past established performance is around $150 million, right? So depending on how the buyers recognizes, the valuation may vary from 7x EBITDA, 6x EBITDA to even 8x, 10x EBITDA, right? So it would be in that range considering the base main EBITDA of 150, that is what I would look at it, correct. Now depending on the kinds of buyers who jump in, it would change in that range. But it doesn't matter for Kiri. For Kiri, whether the DyStar is sold at a higher price or a lower price, Kiri is going to get what is the crystallized amount given by the court. Of course, the objective is to sell at a higher price. And the receivable attempt would also be to sell at a maximum possible price. And that would be the range, which I mentioned to you. Answer to your second question, based on my information, there are multiple buyers looking at DyStar and interested in DyStar. Some are strategic buyers. And there are many funds also, one of the -- some of the large funds, what I've learned are also looking at the buying DyStar. So there are -- there is enough interest in the market. And there are many prospective buyers at the moment who are interested to be for the company.

Unknown Analyst

analyst
#54

Yes. Okay. Sir, just one last question, if I could possible...

Operator

operator
#55

I request you to come back for follow-up. The next question is from the line of Ashit Kothari Individual Investor.

Unknown Analyst

analyst
#56

Congratulations. Sir, my question is, while this is getting delayed, our activities in domestic is practically very, very standstill kind of thing. And currently, what you say is 27% increase. So out of that, how much of it is trading and how much is manufacturing? And what is our current utilization, capacity utilization in manufacturing?

Manishbhai Kiri

executive
#57

Sure. See, the trading part is very small. So almost all of the sales has been manufacturing sales. And capacity utilization still remain on the lower side. I give you the exact number. The capacity utilization on intermediate side is 36%, dyes side is less than 20% because we have large capacities and basic chemicals is about 60%. And overall, average, if we look at all facilities together, out of [ 68,725 ] tonnes, we have produced 34,388 tonnes, so which is about 50% of the production capacity.

Unknown Analyst

analyst
#58

Sir, have you given a thought as to if we are not getting the amount, what we are expected to, then we take control of Lonsen Kiri?

Manishbhai Kiri

executive
#59

Well, I think Lonsen Kiri is separate. Today also, Lonsen Kiri managed and operated by Kiri as per the shareholders' agreement as a management control. It is still with Kiri. But both the entities are separate legal entities. So the litigation at DyStar and the court orders at DyStar, exit of Kiri from DyStar is nothing to do with Lonsen Kiri at all, that's even though both the shareholders are same, it's a separate legal entity. And if there is any separation takes place at Lonsen Kiri, it could be a bilateral negotiation between both the shareholders at an appropriate time. So both are actually disconnected. It's not related to each other.

Unknown Analyst

analyst
#60

I understand, sir, but it's -- all the legal stuff takes away so much of energy of the management. I mean, say ...

Manishbhai Kiri

executive
#61

Yes. Yes.

Unknown Analyst

analyst
#62

We just talked about it, you all are experienced it.

Manishbhai Kiri

executive
#63

Yes.

Unknown Analyst

analyst
#64

So if Lonsen Kiri would have been hedged into your -- as part of your overall dealing in case, then again, another chapter doesn't get opened up?

Manishbhai Kiri

executive
#65

I fully agree with you. And with that in mind, we've had several times proposed to our partner to have an amicable settlement with Lonsen Kiri, and also express Kiri's interest being a local partner to acquire them at a fair value, but somehow the -- there is no step forward from their side. So we hope that sense prevail after so many years of litigation, and we hope that the partner post DyStar try to work out and we can believe and we don't have to go through a legal route for this operation I hope so. Again, you're looking at the kind of a difficult nature of the Chinese partner, I don't have much hope. But let's see how things unfold going forward.

Operator

operator
#66

The next question is from the line of Manoj Bhura from Adinath Financial Service Private Limited.

Manoj Bhura

analyst
#67

I have 2, 3 questions. First question is regarding Lonsen Kiri. Lonsen Kiri is probably a huge process. This profitability is very good, almost 30%, it is earnings operating profit. And around 15% is net profit. And is it in the same line of business as Kiri or different?

Manishbhai Kiri

executive
#68

The product lines are different, and the product categories are different. Certain dye chemistry is different, which are more on a specialty dyes. So for example, we do fluorochemistry in Lonsen Kiri, which is a high-value product ranges. We also do Indigo at Lonsen Kiri. And these 2 account for more than 60% of the sales of Lonsen Kiri in terms of value. So there are different products, highly specialized products, and that is where you see the margins are coming.

Manoj Bhura

analyst
#69

Yes, margins are fantastic there. I have seen the balance sheet for the last 3, 4 years, it has also a bumper profit even in these times, when chemical is not doing well.

Manishbhai Kiri

executive
#70

Yes, because -- yes just to give you an example, that's the only Indigo manufacturing facility in the country. No other Indigo production. So that gives some kind of a upper hand to -- I wouldn't say monopoly, but some kind of benefits being the lone producer in the country.

Manoj Bhura

analyst
#71

Sir, second question is regarding the process to be adopted by Deloitte and en bloc sale of DyStar. What is the process? And how it will be reported to you or exchange of the court. What is the process? What is the time line?

Manishbhai Kiri

executive
#72

I think the Deloitte is regularly upgrading both the shareholders. They have regular interactions and more frequent interactions with both the shareholders in addition to continuous interaction with DyStar.

Manoj Bhura

analyst
#73

Sir, what will be the profit. Is it the auction route? Or they will be inviting expression of interest first?

Manishbhai Kiri

executive
#74

I think, yes, there are 3 steps, broadly, which is in any normal sell process. First is the preparation for the company, which includes, for example, information memorandum, data room preparation right for the vendor due diligence. So all these preparations to sell the company, it's the first phase, which is going on right now. Second is to invite these LOIs on a bilateral basis, correct? And then to negotiate with -- and then to go through the due diligence process with the prospective buyers that will take another 3, 4 months. And that process should commence from July-August. That's the second step. And the third step is to sign the sell-purchase agreement having -- once the buyer is identified, the price is negotiated. And then the third step would be to execute the SPA and the regulatory approvals and get the money and can close the deal. So these are the 3 steps process. It will take somewhere based on the alligation given minimum 9 months to around 1-year, 4 months with 6-month in question. So practically, it is between 9 months to 1-year, 4 months from the appointment of the receivers and that 1-year, 4 months would be around June 2025, June-July 2025.

Manoj Bhura

analyst
#75

Yes. No, because the appointments are made in the month of February.

Manishbhai Kiri

executive
#76

Yes.

Manoj Bhura

analyst
#77

It means by June '25, we can expect the sales to be completed?

Manishbhai Kiri

executive
#78

Correct. Correct. Correct. Practically, yes. Correct. And there -- there is a 6 months buffer.

Manoj Bhura

analyst
#79

It can be a earlier also?

Manishbhai Kiri

executive
#80

It can be earlier also. It can be earlier also. It depends on the buyers, and it could be earlier also. It depends on how fast the buyers are completing the due diligences and giving you the binding offers. So...

Manoj Bhura

analyst
#81

You stated, there are multiple buyers. Then there should be no problem in selling the...

Operator

operator
#82

Sorry to interrupt you, sir. I request you please come back for follow-up question.

Manoj Bhura

analyst
#83

Absolutely no problem in selling the company. I personally believe no problem in selling the company, 0 problem. And there is no reserve price. So please understand that. There is no reserve price. Again, whoever is the highest bidder is going to get the company.

Operator

operator
#84

[Operator Instructions] The next question is from the line of Pradeep Rawat from Yogya Capital.

Pradeep Rawat

analyst
#85

So my first question is regarding the litigation on DyStar. So what -- to my understanding, we are looking for buyers for the DyStar. In case we don't find any buyer, the company will be liquidated, right?

Manishbhai Kiri

executive
#86

Yes, correct. So the receiver is right now in the process of executing the sale process. And yes, so if, let us say, in the worst-case scenario in December 2025, the company is not sold by any kind of a reason, then it needs to be liquidated as per the court's directions. But I don't think that is going to happen because there is enough interest, practically speaking, the buyers are preparing to bid and there are multiple options, some strategic buyers are interested, some financial buyers are also interested. So I don't see personally looking at the situation, such day is going to come. The company is going to get sold.

Pradeep Rawat

analyst
#87

Yes. It would be a worst-case scenario. So what would be the liquidation value right now for DyStar?

Manishbhai Kiri

executive
#88

It won't be possible for me to answer that, the liquidation value. If you look at the cash in DyStar, which is more than $500 million, right? So any buyer would give more than the cash of the company as an equity value, correct?

Pradeep Rawat

analyst
#89

Yes. Yes.

Manishbhai Kiri

executive
#90

So then there is no question of the -- there is no question of liquidation. There's actually practically no question of liquidation. See, it's a solvent company. It's a profit-making company. It's a lot of cash in the company and 0 debt in the company. And there is no reserve price, the company is to be sold at any highest price. There is no reserve price. If somebody is paying 600, somebody is paying 500 equivalent to cash, if somebody paying $1 billion, $2 billion whatever, the company is going to get sold.

Pradeep Rawat

analyst
#91

Yes. And in respect of the price, we would be getting...

Operator

operator
#92

I request you to come back for a follow-up question.

Pradeep Rawat

analyst
#93

Yes, I was asking the same question like I'm following up that question only.

Manishbhai Kiri

executive
#94

Yes.

Pradeep Rawat

analyst
#95

So irrespect of the buying price, we will be getting $603 million or more?

Manishbhai Kiri

executive
#96

Yes. Yes, we will get $603 million. That's it $603.8 million. That's what we are going to get. So if the company is being sold at $700 million, or it is being sold at $2 billion whatever is a balanced amount, will go to Senda, Kiri will get only INR 603.8 million irrespective of what price tag for you sold. Our number is decided number. It's a crystallized number.

Operator

operator
#97

The next question is from the line of Gaurav Khanna from [ Cap Agro ] Capital.

Arun Malhotra

analyst
#98

Am I audible?

Manishbhai Kiri

executive
#99

Yes. Your audible.

Arun Malhotra

analyst
#100

Yes. This is Arun Malhotra. Just wanted to check, you mentioned cash on the books. Can you also throw some light on the revenues because when I saw the website, the revenues have been stagnant for last more than 5 years. What's the reason for stagnation in revenues for DyStar, one? And what's the average EBITDA for last 5 years?

Manishbhai Kiri

executive
#101

When we -- for the last 5 years, as you have rightly said, the company's revenue has been ranging from $850 million to $1 billion, $1.1 billion. And not only last 5 years, but before we acquired DyStar in 2010, 2000 -- if I remember correctly, 2008 revenue was also $1 billion, correct? So the -- in the last 15 years, the company's revenue has not been grown or increased much, but it has remained a range bound, right? Now there are several reasons for that. And if you look at the last 5 years EBITDA to answer your question, last 5 years EBITDA is about 15%, and DyStar measure. Right? So what DyStar has gained from is the restructuring, which was done post-acquisition by Kiri and Lonsen, and that has turned the company into a good profitable path. But company has not grown itself into new product lines, even though it has cash, it could not acquire new companies to grow, right? It couldn't set up new line of business. And I think the dyes market and the higher end of dyes market, where DyStar is catering, is also limited. So even not only DyStar, if you look at the Arkoma, if you look at the Huntsman their revenue for last 10 years also stagnant. They have also not grown, right? So in general, the DyStar or the Huntsman or the Clariant or Arkoma, the categories in which they are serving that remains stagnant, unless you grow in some other areas along with that. And probably second factor could be the shareholders' dispute for -- going on for 10 years. So the new buyer who acquired DyStar can give a new direction, can change its course of business. And as you know, the -- that the shareholder dispute sometimes would affect the future plans, especially future CapEx and things like that.

Arun Malhotra

analyst
#102

Sure. And second part of this, can you also let us know, has there been any impact on the business post this appointment of a receiver, has there has been pushed back from the customers, part one? And second is, also throw -- could you also throw some light on similar deals that have happened in the past, in the past 2, 3 years in the dyes or in the Chemical segment, what valuations they have happened, similar-sized companies?

Manishbhai Kiri

executive
#103

So to answer your first question, there is no disturbance in operations at all, okay? We don't see any impact on the day-to-day operations of DyStar. And we also don't see any impact of -- at least -- we are knowing offer, or we have been informed about on the customers running away from DyStar, I haven't seen that, nothing like that. It has been normal as it was before. So that's about the operations of DyStar. Now if you look at the last year's acquisition of Huntsman by SK Capital, if I remember correctly, the EBITDA was -- the accretion EBITDA was, say, multiple was 7.8x. So that is say around 8x on enterprise value.

Arun Malhotra

analyst
#104

Sure. Sure. Got it. Got it. Okay. And lastly, there is so much in -- any plans of the buyback because you could actually pay debt and buy back for another Kiri shareholders and not participate in increase, you're stake in that. Any thoughts on that?

Manishbhai Kiri

executive
#105

Few thoughts on that. So once the fund comes and market is not recognizing value and that is the option Absolutely.

Operator

operator
#106

The next question is from the line of Devanshu from [indiscernible] and Company.

Unknown Analyst

analyst
#107

Can you just please elaborate a bit more on the en bloc sale process. So are there any rules surrounding it as per Singapore Law. For example, there may be many covenants in the proposed transaction document that may not be available to the management or shareholders. So who has the final say there? Because I'm asking in respect of the management or the other shareholders, we try to stall the process. So in terms of bidding, I understand that the highest bidder will be catered to. But what about the other covenants in the proposed transaction documents? Who has the final say there?

Manishbhai Kiri

executive
#108

I think based on the court process and the way the whole process is going to take place, it is the receiver. Receiver is essentially the officer of the court. And receiver is selling the company on an average basis, right? And receiver has the right on the shares of both the shareholders' shares of DyStar, right? So here, when the company is sold by the court, there are no riders. There are no approvals required by the shareholders. Shareholders can help the receiver, but shareholders cannot have any conditions or don't have any rights to put any conditions for the sale of the company. So essentially, it is the receivers call and the receiver as a trustee of the shares as of today, can also execute this self-purchase agreement. It is -- they have immense power of the court. They are the officer of the court.

Unknown Analyst

analyst
#109

I understand. But...

Manishbhai Kiri

executive
#110

Right. So there is nothing...

Unknown Analyst

analyst
#111

For instance, suppose buyers...

Manishbhai Kiri

executive
#112

Yes.

Unknown Analyst

analyst
#113

For instance, they may ask for indemnity from the existing management of the company, say, the shareholders. Is that something that they can ask for and then the management will say that I don't know, is it possible?

Manishbhai Kiri

executive
#114

I don't think that they can ask for the indemnity or anything, neither the indemnity in the court driven process is given, correct? And as I said, the company is being sold on the various reasons. This is what it is. This is what the company is. The reserve is a price, see what value you want to pay, and you pay it, and it's a simple set purchase agreement to transfer shares as simple as that. There's no indemnity from anyone. Yes.

Operator

operator
#115

The next question is from the line of Dilip [ Devprakash ], an individual investor.

Unknown Analyst

analyst
#116

What is the last time in the conference call, you had told that regarding the immediate release payout, both Kiri as well as Senda had no issues with regards to $100 million being paid out to Kiri? Then why is it that didn't materialize? Why would the legal team not convince the court about the need for the immediate release considering that 10 years have passed?

Manishbhai Kiri

executive
#117

Yes. I think if you read the judgment, the grounds of decision, even though Kiri proposes and Kiri argued for it, I think the court's opinion was by extracting that $100 million, you are in some way impacting the value of DyStar or you are setting an example of extracting the value of DyStar by giving $100 million to Kiri, right? So even though there has been a strong arguments from our side, on that point, court was not with us. And court said that to maximize DyStar's value, they don't want to do a buyback from DyStar because then Kiri shares would be instead of Senda or a new buyer would be bought by DyStar as per Kiri's proposal. And we were agreed for other options also, but somehow court was not with us. And court was also not with us on the interest, if you -- we were very hopeful that at least we would be getting interest. But on these 2 points, court was not with us. And on priority payment to Kiri court was with us. So paying Kiri it's full buyout value, in which court accepted our arguments. And other 2, they haven't.

Unknown Analyst

analyst
#118

Yes. And the second question is -- so you said that...

Operator

operator
#119

I ask to come back for a follow-up question.

Unknown Analyst

analyst
#120

[indiscernible]. Yes. Senda goes in for an appeal. And as I said, it might take 6 or 7 months from our experience for the final statement to come out and in the worst-case scenario, if it goes in their favor and the reserve price is then attached. So how things will pan out?

Manishbhai Kiri

executive
#121

See, the way this will unfold is even though the appeal is an enforcement order appeal. And no doubt, this appeal in court will look at that and if something goes in that favor, theoretically, it can happen, practically also if court -- supreme court decides to change something in this part, then post that decision receiver needs to implement it.

Operator

operator
#122

The next question is from the line of [ Ashit Kothari ] Individual Investor.

Unknown Analyst

analyst
#123

Sir, one, simple question. I mean, say, again, assuming that it's going to take another 2 years. Now what all projects you have lined up for diversification, there is no information available to the investors. And also with regards to if our existing activity is not giving results, within this itself, can there be any change of products and processes and move towards higher profit as well production processes?

Manishbhai Kiri

executive
#124

Yes. Your second question, first, yes. The existing business dyes and intermediates. As you have seen, we have a lot of capacities which we are not able to utilize. And you have very rightly addressed in last quarter, we could add few products. Similarly, we could change products within the category of intermediates and dyes, and also some related chemistry. And that would be our efforts to even 1,000-1,500 level, will come back to the recent profitability by changing our product mix. Definitely, that is possible. We are trying to endeavor to do it, and that would be our focus. But I don't think it will require more CapEx for it. A little bit of investment, a few vessels here there, it's fine, but it would not require any significant CapEx to improve the existing business. It puts more of our own ability to change within the existing investment that we have in these plans, right? So that's a second question. And we would definitely strive to do that, and we must do it. We have reduced our power costs. We have improved efficiencies. We have shut down certain buildings completely, we can restart those buildings with new products, and we are continuously exploring what new products we can make in those facilities, on those buildings. So we are working on it right now. Number two, the projects are what we have looked at and are looking at, which includes the futuristic projects also, which relates to the renewable energy, it relates to green hydrogen, it relates to the electric vehicles related -- so there are a host of things we are looking at. We are also looking at petrochemical derivatives. So there are vast -- but we have not crystallized yet. And it would be premature to crystallize because market is also dynamic. So if we are expecting money 1-year, 1.5 years from now, during this process, many new players will come, main supply/demand would shift. So we continuously explore and revisit our projects to see what makes best sense when the time comes. And we'll definitely announce. We reassured and we will announce well in advance before we execute the projects.

Unknown Analyst

analyst
#125

Basically, the first question was from -- purely from the point of view that enough of bandwidth has been utilized by the case. It is more than a high time kind of focus on our activity and let that process of court case and the money, if it has to come in by whatever time it will come, whatever, however hard we try, we may not be able to kind of change the course, so if we can change the course and...

Manishbhai Kiri

executive
#126

Yes. So we decide on new projects when the time comes exactly, and we try to see how we can improve our own EBITDA currently based on the current operations that we are in.

Unknown Analyst

analyst
#127

So I mean, sir we come to a conclusion, or we come to a point where we don't need to take into consideration DyStar figure because that money is not in our hand. It's not going to come in. This profit of after the order or after 2018, that money is not part of us. So if we have more cash flows, our hands would be more strengthened?

Manishbhai Kiri

executive
#128

Right. Right. Right. I totally agree with you, unfortunately, there are -- AA [ slot ] we have been going through for the last few years. One is our heavy litigation expenses and second is the nonsupporting market, right? So that's why our internal improvements, change of products, improving our efficiencies, reducing costs. All those factors have gone in when you have seen that we have for the last quarter have at least on a consolidated basis, 3% positive EBITDA. And if you take out the legal costs, by the way, in the last quarter, we are EBITDA neutral, okay? So at least the cash has stopped now eroding. So we would then try to see how we can increase further by changing product mix by setting.

Unknown Analyst

analyst
#129

Wish you all the best. And we hope that we become cash positive in no time. At least for a consistent period.

Manishbhai Kiri

executive
#130

Yes. Should we.

Operator

operator
#131

Thank you. Ladies and gentlemen, we'll take this as the last question. I now hand the conference over to the management for closing comments.

Manishbhai Kiri

executive
#132

Thank you very much to all of you for participating in today's conference call. We'll see you next quarter. All the best. Thank you so much.

Operator

operator
#133

Thank you. On behalf of Kiri Industries Limited. That concludes this conference. Thank you for joining us, and you may now disconnect your lines. Thank you.

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