Randstad N.V. ($RAND)

Ladies and gentlemen, good day, and welcome to the LTM Investor call. [Operator Instructions] Please note, this call is being recorded. During the call, we could make forward-looking statements. These statements consider the environment as we see today and carry risks and uncertainties that could cause our actual results to differ materially from those expressed in today's call. We do not undertake to update any forward-looking statements made on this call. I now hand the call over to Mr. Venu Lambu, Chief Executive Officer and Managing Director at LTM Limited. Over to you, sir.

Thank you, Inba. Good morning, everyone. Firstly, thank you very much for joining the call in short notice. Along with me, I have Vipul Chandra, the CFO and the Board member of LTM. Between I and Vipul, we will give you an overview of the very strategic and unique deal that we announced today morning. Let me take you through the overview of the transaction, and then happy to take your questions post that. I'm assuming that the slides are streamed, Inba, right, so we can -- Slides are visible. Okay. Thank you. Firstly, we are very, very excited about the 2 fundamental aspects of this transaction. The first is about the deal construct. In the days where clients are navigating various complexities, whether it's a macroeconomic aspect, AI, transformational opportunities and the geopolitical dynamics, the creativity aspect of how you create value to clients and to all our stakeholders is the corner store of every deal that we construct. And this is a testimonial of business creativity deal where there is a win-win arrangement, there is a value-creation opportunity for all the stakeholders. Let me take you through the key tenets of the deal. The first tenet of the deal is the proposed acquisition of Randstad's technology and consulting services business in Europe and Australia. As you all know, Randstad is world's leading talent company that $24 billion-plus corporation. Within the group, there was a dedicated business unit, which was focused on technology and consulting services business in Europe and Australia. So we are talking about that asset. The technology and consulting services business across these 2 big markets comes to annualized revenue of EUR 469 million. We have proposed enterprise value of EUR 160 million on a cash and a debt-free basis. The geographies, the primary markets where we will get a great access, some of the market client logos are in the Mainland Europe region. And Continental Europe and the overall Europe has been a strategic growth focus area as part of our 5-year strategy. So hence, it aligns very well, and I'll talk a bit more about that in the subsequent slides. The markets we're talking about predominantly is all the Continental Europe, and we will also have access to the nearshore delivery centers in Romania and Portugal. This will strengthen our nearshore capabilities in addition to the centers that we have in Poland. The geographies that I spoke about from Australia to the Continental Europe are completely white space for us. Our presence is subscale in this market. So in that context, it's a white space geographic opportunity. Moving on to the verticals. It's the same approach, the verticals of aerospace, defence, automotive utilities, which includes some of the marquee logos from the telecom sector and the regional [indiscernible] is completely white space for us, especially the first 3 verticals are hugely white space for us, both from a regional presence perspective and the vertical demand capability perspective. In terms of capability, the fact that Randstad Technology & Consulting Services business has been hugely focused in creating your vertical-specific solutions, there is a significant demand capability that is embedded within the teams. And that fits in well with our tech demand conversion story that I spoke about as part of our 5-year strategy. And having access to a good number of talent with cybersecurity system, again, a very unique capability and a much more expected and something that we were subscale in that line of service. Now we get a scale and more so in the context of the sovereign solutions that gets built up and more so in the context of the regional cybersecurity at all. And the third capability synergizes with our iNEXT capability, which is in the industrial -- sorry, industrial AI and industrial IoT capabilities. So that's the first part of the deal, and I'll talk a bit more on that in the next few minutes. On the second aspect of the deal is 5-year IT services partnership with the Randstad group. Randstad Group has a huge aspiration of scaling up their GCC in India, and most importantly, make AI as the core of transformation of the services that gets delivered from Randstad India's GCC. And we are the preferred partner, and we have signed a 5-year agreement or to enable Randstad GCC with an AI-centric approach. The third aspect of the deal is, as you all know, LTM has spent a good amount of spend on our subcontractors. We believe there is an opportunity in increasing the efficiency of our spend on sub costs, and also ensuring we enhance our compliance and speed of response in dealing with our subcontractor workforce. So we're going to leverage. The parent company, Randstad group's MSP capabilities, our -- managing our subcons and most importantly, the contract covers the savings that will be realized through the subcons. So these are the 3 aspects of the deal. Let me move on to the next A bit more detail about the vector or the aspect on the deep as I mentioned, EUR 469 million, approximately about $500 million plus in U.S. dollar terms, 78% in Europe and 22% in Australia. I've already covered the areas that we will cover in the Mainland Europe. And of course, we get the delivery centers in Romania and Portugal and a significant presence in Australia. Australia has a geography, will become more than $100 million revenue for us. Marquee customers with 15-plus scale accounts, and we'll have access to a very rich to domain driven digital engineering, cybersecurity, industrial [indiscernible] capabilities across different delivery centers in Romania, Portugal and onshore capabilities, spread across 4 verticals that I spoke of, aerospace, defence, auto utilities and the BFS. The other aspect of the talent is that we get access to the security-cleared talent which are extremely critical when servicing the aerospace and defence customers. And most importantly, these regions are consciously building the sovereign AI solutions and for that unit talent, which are not just about local but also certified in the security standards that is needed to address the aerospace and defence sector. Some of the marquee client base, we are hugely excited about this. And this is where the real value creation opportunity lies for us. All the customers that I show here are the customers where we have absolutely no presence. And that's a big headroom opportunity for us. In Aerospace & Defence, leading global aircraft OEM based out of Europe, one of the largest defence technology company, and the top 5 European aerospace and defence company are some of the marquee logos and aerospace defence. In the automotive sector, 3 out of the top 8 European auto manufacturers is the access that we will get. And we will have access to the top 5 European automotive suppliers and leading commercial vehicle OEM. In the Utility segment, one of the largest European utility companies based out of France, 2 of the top 5 European telecom companies, and we also get access to the top 3 telecom and broadband companies in Australia. In BFS sector, 2 of the top 4 Australian banks and top 3 banks in France. And all these customers are the ones who have global aspirations, and these clients have a huge need for the global delivery model. And that's the huge headroom that we see in the growth over here. Let me dwell a bit more on the complementary capabilities. On the left-hand side, as you all know, that we are -- our anchor market always has been North America with 73% of our revenue coming from North America and 15% and 12% between Europe and emerging markets. The regional presence that I spoke about in Continental Europe and Australia will only strengthen our vision of having a balanced portfolio in our business. We want to grow U.S. faster and we want to grow the other regions, especially Europe and emerging markets, much faster. The segments are hugely complementary. Our dominant presence in FS, tech services, consumer and production complements very well with the newer verticals that we are going to inherit in aerospace and defense, automotive and utilities. And the BFS in Australia will complement with our global BFS capability and strength that we have. In terms of capabilities, as you are all aware, that LTM promoted itself into the AI-centric business with restructuring of 3 LOBs, of iron, [indiscernible] transformed business AI powered by our Blue agentic ecosystem. And now with a complementary domain and tech expertise that we get, we have a huge value creation opportunity in pivoting into the AI era and most importantly, in the regulated industry and in the markets where the aspects of AI in the context of sovereign solutions and the regional AI applications will become significant. The global delivery with offshore scale of what we have will complement with the nearshore and onshore capability that we will get as part of this tune. So in all aspects of the business, the market access, the capability access and the delivery and our talent access are complementary to each other with a minimal overlap areas. And that's why we believe this is a huge value-accretive acquisition. And most importantly, this is a value-accretive deal for both the parties because of the 360 degree relationship that I spoke about. Let me go one at a time in terms of value accretive for us at LTM. We get a huge scale advantage in Europe, post closure -- we will be in excess of $1 billion business in Europe, and we will be 2x in APAC. And as I mentioned, we will be in excess of $100 million business in Australia. This will give us not just a scale advantage, but also the domain depth that is needed in the agentic AI era to have the large deals and to help our customers in transforming the AI era. The second is sovereign AI, it's a head start. There are both for the regulated industries and the high-growth industries in these markets, the sovereign AI is identified as a high-growth area, and we'll get a head start into that as the market matures and as the market captures the momentum on the sovereign AI. The third, as the target entity is focused on 3 primary capabilities. And if you look at the capabilities that exist within LTM, it's a huge opportunity for cross-sell and upsell.We can sell our enterprise platforms have SAP, Oracle, Cloud, data, our interactive capabilities and the business AI capabilities into these accounts. As these capabilities don't exist on the other side. So it was going to be hugely complementary and a huge cross-sell and upsell opportunity. The fourth aspect of value creation is about tower charging our large deal viability. We have demonstrated that throughout FY '26 and this will only get strengthened more so in the context of Europe and also in the context of the global deals, which requires presence across some of the major markets. Lastly, because of the global nature of our customers in the U.S. and also the global nature of the customers in Europe, the expanded regional scale and expertise will help in mapping and increasing our valid share in our global multi-region customers and thereby, we can have a cross-pollination of expertise across the regions to scale. So that's a huge opportunity on a proposed acquisition. As a quick recap, where does it fit in our 5-year strategy. We said, as I covered it, and I'll be covering a lot more details in our Investor Day, the positioning is all about being a partner who can solve a client's business problem through a creative approach, and that's why we positioned ourselves as a business creativity partner will be rebranded to LTM. And we said we will double down our focus in Americas, but at the same time, we'll keep an eye on the balance portfolio and derisk a high concentration of few areas. And we will make sure that we will scale Europe with a focused push in the key emerging markets. And this transaction pitched pretty well into the first highlighted portion. The second is what is needed to be worked for AI is the demand and tech capabilities, and we have to reimagine capabilities that we have as part of the core services. Again, these 2 areas are complementary and fits very well from a strategic rationale standpoint. The third aspect of the strategic framework that I'm going to highlight here was about we acknowledged when we land the strategy that the AI [indiscernible] and AI transformation is going to be done with a huge collaboration of our global delivery capabilities and the local expertise as most of the countries become very sovereign in nature in terms of how they handle data and how the AI infrastructure is built and how the AI will be implemented. So hence, it's extremely important that we have the complementary capabilities both in on-site nearshore and offshore communities. So this is hugely a strategic fit for all the elements that we define as part of our 5-year avolition. So that's all I had to share today. And me and Vipul are here to take any questions that you may have.

[Operator Instructions] We take the first question from Prateek Maheshwari of HSBC Securities. .

First of all, congratulations, the deal seems to be a good fit for your 5-year strategy. Something that I wanted to check about was the revenue trend that we have seen for the company. It's been declining for a 10% rate. So just if we know if you could double-click on what's happening? And how do you see that? And then I have a follow-up question for Vipul.

Sure Yes. Thanks for the question, Prateek. And look, I think there are 2 -- actually, there are 3 aspects to the revenue decline. And that's -- that was very clear when we made this decision. The first is like everyone else -- over the last 2 years, there has been a macroeconomic challenges, specifically in Europe, and there was one part of that story. The second one is about there has been a conscious effort in FY '25 to actually trim the tail accounts because the seller was already in the process of divesting this part of it. And so there was a conscious effort from their side to make the tail accounts rationalized much faster so that it becomes -- and I said that they can transact smoothly. So that was the second thing. The third thing is that -- and we have done this analysis. If you look at the clients that I spoke about, all these clients have a significant presence in India, especially over the last 2 years or so at the back of India and Europe trade agreements, at the back of an offset deal that is happening in -- especially in aerospace and other customers, they have ramped up GCC a lot. And Randstad technology and consulting services business did not have a scale offshore. They had an offshore, but it was not a scale that we can do it. So if we were there 1 year back, probably we would have arrested that decline. But I see this as a positive movement because all these clients are hugely excited about it. And as part of this, I've spoken to 4 clients as part of the process and the excitement is very huge with these customers in terms of leveraging our global delivery model that complements with the on-site and the shore capability. So these are the reasons that are there for the revenue decline, but they are not anything do with the structure of the business, but it's because of the reasons that I mentioned.

Venu, since said that they did not have an offshore capability. Could you also double-click on like what did you -- so the release had some GCC opportunities well, right? And you also mentioned in your opening comments. So -- what do you expect out of it, if you could double-click on that as well?

Yes. See, okay. The second aspect of the deal that I'm talking about is the GCC for the Randstad Group's IT requirement and all the AI transformation requirement. So that's the GCC. Their spend is huge, as you can imagine, they are a $25 billion operation. So they have a huge technology spend and AI spend. So we're going to be the AI transformation partner in strengthening their GCC capabilities, which is actually based [indiscernible]. So that's the GCC concept. The point that I mentioned about the existing customers, they went about their own GCC, right, whether it's in aerospace customer or automotive customers, they went with their own GCC. So when somebody decides to go on a GCC, there is a lab before he starts complementing them with your capabilities and strategy. And that lag is what that resulted in decline in the later part of last year.

My question for Vipul was so how should we think about your margins? I see because they are more nearshore and on-site, the revenue per employee is about 3x of average of LTM, right? So probably margin profile could be a little lower, right? So I just wanted to understand how do you think about the steady state margin impact on the P&L because of the deal? And also, what do you expect in terms of your amortized acquisition cost?

Yes. So thanks, PratEURk, I think on the margin front, I can say that their gross margin on the on-site side is actually pretty good. I think what we touched upon right now in terms of the limited offshore model we still had, If you take that it out, the on-site margin was pretty good. I think coupled with our offshore sales, the business has the potential to scale up on the margin side as well pretty good. As far as the -- what was the second question you were asking, Prateek?

Can I just add 1 point -- Sorry, just to add to the Vipul's point, we looked at the value creation with all the 3 aspects of the deal, right? So there is margin in the deal 1 business, which as Vipul said, there's a huge gross -- their gross margin is actually better than our gross margin for nearshore resources that we have in Poland versus the onsite and near shore, their gross margin is much better than numbers, number one. Number 2 is that as part of the 360 degree value creation, -- there is a margin contribution coming from the deal 2 that I spoke about, which is the scaling of the GCC part of it. And the third is that I spoke about increasing the efficiency on our subcon spend. So there is a savings realization as well on the deal 3 part of it. So for us, the contribution to the value come from the 3 aspects of deal 1, deal 2 and deal 3. And in summary, I just want to say there's going to be no material impact on the margin for this year, even after closure. And for the next year, we have a plan in place to make sure that there is no material impact.

This will be on EBITDA or this will be on EBIT as well, no material impact?

This we are talking about the EBIT itself. In terms of -- I think the second question you asked about was the amortization, Yes, of course, will follow. But I think -- if you look at the consideration and amortization on that, I don't think it's going to be a very material impact for us. And as Venu said, that we already have plans in place to improve the -- both the revenue and margin as we go forward.

Our next question is from Vibhor Singhal of Nuvama Equities.

Congrats on this acquisition. So Venu, just to continue from where the last question at. So first of all, I think, as you mentioned that we acquired this European and Australian IT services business of Randstad. So does Randstad also have IT services and consulting business outside of these geographies, maybe in U.S. and some other domains? And if yes, then -- I mean, what would be the reason that we basically chose this part apart from, of course, these being the white spaces for us? Secondly, you mentioned that basically the 3 reasons that you saw a revenue decline for these companies -- for the company over the past couple of years. So given -- at the time that we have acquired and given that they have already trimmed down their tail accounts and all, do we expect to stem the decline in revenues going forward? And will this part of the business be also able to grow at our company base rate. And so let's say, first of all, this year, we're expecting mid- to high single-digit growth rate, will this part of business may also be able to grow in the same range? And just a related question. This business operates in the aerospace and auto verticals, in product design space as well, [indiscernible] space as well. Does it kind of create any conflict of interest with the group company TTS? Or that is kind of all cleared and nothing that's too worry-able there. That will be a question for you. I'll just have one follow-up for Vipul after that.

Okay. So let me cover one at a time. First, let me clarify the last point. That's an easy one, straight on. There is absolutely no contract with any of our group company. We are very conscious about it. We are focused on significantly on AI-led software engineering, AI-led digital engineering -- Sorry, there's somebody unmute, if we can go and mute, please. So AI-led software engineering. We are very focused on bringing our data capabilities. As I mentioned, the cloud capabilities, focused on our business AI capabilities look at the opportunities in the enterprise platform, whether it's the enterprise apps like SAP, what I call, [indiscernible] or ServiceNow safer practices that we have, huge depth we have on our interactive practices. So all that put together is a huge opportunity there. The clients will always be common, right? I mean we have that even in the current model, but the capabilities are always complementary. So also iNEXT capability, right? So iNEXT is one of our differentiated area when it comes to the industrial AI and capabilities part of it. So it will be complemented to the iNEXT capabilities as well. So absolutely no conflict with that. If at all, it it can be more and more complementary on that, right? I'm just covering up. Now let me answer the first one. You said do they have a U.S. business and why we didn't consider it? Look, the answer is very obvious. If we try to do this acquisition from a regional context in the U.S., you will have more of overlap accounts. We are pretty much well present in most of the verticals that we want to focus on. So I don't think we would have got any great value creation opportunity if we had included in the scope. This is a very conscious decision that we had to create a balanced portfolio. We need to have a presence in Europe, and the markets that we are talking about in Europe are not the markets that you can easily build these capabilities organically. And more so in the current situation where the sovereign solutions in the end, the solution that you need to provide to the regulated industries needs a significant capabilities that complements with our global offshore capabilities. So -- and most importantly, when we looked at the clientele base, it was like completely white space. Whether it -- even if it is a BFS space where we are pretty strong globally, the accounts that we are getting as part of the BFS, both in Australia and in Europe are completely white space. We don't play in those accounts. So it's definitely complementary for us on that. So that was a huge upside and we don't see a value creation opportunity by including U.S. are there any other scope. This was a very targeted, focused market that fits into our strategy, and I wanted to go across that. What is the next question? There is a bit of a noise in the background, it becomes difficult for me to follow.

Right, right, right. So just the question was on the revenue decline trajectory. Do you think that trimming of tail account is kind of complete and we can expect to this part also grew the company happened?

Yes. That's a great question, Vibhor, right? My view is that I would assume a little bit more haircut in the short term. Just to transform the scale accounts. I mean these are marquee accounts that I spoke about, right? Our focus should be a lot more on those accounts. And they are like customers with that multibillion-dollar tech spend and AI spend. So we want to make sure that our strategy of putting all of our energy and focus on those accounts becomes extremely important. So if that results in trimming 10 more tail accounts, over a period of time, it may not happen at 1 shot, but if we need to do that, we will do it. But that may be just a short term. Our focus and business plan and value creation is built on cross-selling and up-selling, and growing, and this fits in well with our 5-year strategy where we said we want to double our revenue in 5 years. So when we're looking at that 5-year strategy, it's only the growth that comes even though in the short term, from a transformation standpoint, we might look at trimming some tail accounts. If I may just add to that so that you get a better color on how we are going to execute this. We intend to keep this as a separate subsidiary of LTM so that we don't spend time on integration or anything. And as I said, since it is completely white space, both from the market standpoint as well as from the capability standpoint, there is no need for any sort of an integration as such, right, apart from your functional integration like your finance, HR, those kind of aspects, the business, there's nothing to integrate. I mean we are subscaling most of the markets. So it gives us a great opportunity not to get distracted, keep it stand-alone, focus on that, help the entity with all the capabilities that we can bring in LTM and cross and upsell in those accounts. So that's how we're going to focus on.

Got it. Got it. Very detailed answer. Just one quick question for Vipul. Vipul, you mentioned that we are expecting very minimal impact on the overall consolidated margins. And given it's -- we're acquiring at much lower than the book value, and it's not -- should not lead to any cash debt as well. Is it correct to assume that we will have -- this acquisition should be EP-Secretive from day 1 -- and also, what would be the DSO day profile of the acquisition?

Okay. So in terms of the [indiscernible], as I already said that it's going to be on are not really going to given our plans, which we already have to place. And if the margin at is not there, it's not going to be EPS dilutive also. So to that extent, I think that answer is there itself. As far as the DSO profile is concerned, it's regular DSO profile, which is there for any IT services kind of a company. It's not -- there is no abnormality out there. It's more or less in line with our own DSO profile as well.

Our next question is from Ravi Menon of Axis Capital.

Congrats on the acquisition. First of all, near term, at least, do you think that you need to make some sales and marketing investments because this is -- these are geographies that are relatively subscale for you, right? So you'd need to assume new sales team that will go out there, try to cross-sell this because I don't think the existing Randstad digital sales team, if they are coming with it, they would still know your capabilities and be able to sell into these accounts rate.

Ravi, the investment will be very minimal and will be more in the overlay states, right? As part of this transaction, we are getting a lot of good talented salespeople who have a very deep client relationship. The clients that I spoke about, they are clients with a very material revenue right? So that means there's already a deep front-end relationship that exists. Yes, if we need to cross and upsell my SAP, Oracle, Cloud, Data, AI and so on, then we need to have a few investments done for the overlay sales so that the cross-sell and upsell happens with our service line sales capability, but that I would sort of look at it as very minimal. I wouldn't [indiscernible] organically as well in those markets, if if we had that scale, so I wouldn't look at it as anything which is a huge investment, but something like a BAU investment, but we're going to create a separate team, which will provide overlay sales support to the entity, more so from our service line capability standpoint.

And related question to that is how are these clients setup? I mean, so do you have provide all sorts of IT services or was Randstad digital mostly set up with MSAs for just mostly staffing? Or what -- is it managed services, all of that? And do you -- can you provide all the sources that you offer? Or would that involve changing some of these MSAs?

Yes. Most of the clients have a good options to cross and upsell already built in. There may be a few customers where I need to introduce an offshore rate cut, for example, and create an offshore-based MSA or SLW, but considering the fact that these are deep relationships and also considering that these are the customers who are already in offshore, either on their own or through some other competitor. They're already there. So getting those offshore rate cuts clamped into existing contracts shouldn't be that much of a problem. But yes, to summarize it, it's going to be a mix of clients where it's a wholesome 360-degree contracts. In some cases, we might have to introduce an offshore contracts.

Absolutely. And just to add -- yes. I think you asked a specific question about the MSA and whether the MSAs provide for all kinds of services, the answer is yes, because even the existing business is a mix of the normal kind of contracts that we see in any IT services company, which is T&M, fixed price solutions, all of those things. So the MSAs do provide for that. As Venu said, the only thing which we may have to add in, in some cases is the offshore rate cards.

Right. Thanks. So then with the remaining part, I would assume that Randstad Digital is U.S. and U.K. business. I would assume that, that is also going to get supported on an ongoing basis by the Randstad GCC, right? Or is the plan that these parts will get sold to somebody else. And the Randstad GCC will just be stand-alone for most like internal IT for?

Look, I don't want to comment on their behalf on what their plans are, which is not fair. So yes, I don't have any further comments to add on how we do it. But what this 360 degree, this is a very unique deal in the industry, right, to have a 360 degree relationship, and these are the deals that can be fitted in the market. And that's where the real value creation opportunity happens. These are the kind of deals that was pretty much restricted to the tech space among the a very limited set of in the AI value chain players, you're seeing that, how those 360 degree relationships were built. And we have set the trend upgrading a large deal kind of a construct with a 360 degree relationship. Now that we have relationships on both sides, we sell to them, they sell to us apart from this acquisition. If there is any need for any large deal support for them, they know they can reach out to us. So that's how the relationship will work.

Right. But would they become, say, Randstad U.S., would that become a competitor, a more formidable competitor with the GCC scale-up that you're enabling?

No, not really. Look, the way it is going to work is that firstly, the most of the GCC scale up will be focused firstly on the internal enterprise IT transformation. That's the first focus area, right? And second focus area is that anything that we do together where they can't support it in offshore and it will be LTM, which will support them in offshore for the clients.

Our next question is from Kumar Rakesh of BNP Paribas.

My first question was about the revenue opportunity from the 5-year GCC partnership, which you are forming with the company.

Yes. Look, I think the initial scope that we will ramp up will be closer to 50 million to 60 million TCV because it's a 5-year relationship, but you have to start with some scope to begin with. So we have identified a scope, which will start ramping up. At the same time, the closing happens for the deal 1. And the initial scope value is somewhere around $55 million to $60 million.

Got that. And just help me understand that how the conversation would have gone through? Were you in the process of having a conversation around the GCC partnership in which they still came along and you were asked to look at this asset? Or it's the other way around that you were looking to expand your footprint and the GCC partnership came along along with that?

Yes. Look, I think these kind of deals happens when you have access to the board. You create a strategic proposition to the clients. And once you start discussing it, it sort of takes its own shape through various discussions and various ideation that happens between both the teams and that's exactly what happened. So there was a relationship at the Board level, and we had a proposition to put across to them and that one led to the other. And then as you can imagine, any large deal for that matter. It goes through its own ideation process and collaboration process before we come to a point where we say, okay, now we have a right shape, and we can sign on this deal. That's exactly what happened here.

Got that. And finally, on the rational part, I understand that it helps LTM address the white spaces by geography and vertical. -- with the kind of environment in which we have many of the peers of yours are focusing aggressively on building capability side. And this doesn't seem to be addressing enough on building out capability, so do you think this is the best use of cash at this time to expansion in the white spaces by geography and vertical? And you may still remain subscale in those vertical that geography, especially.

Look, I think probably I didn't articulate the second aspect of the white space, there are -- the white space, not just in the client acquisition, which is extremely critical, right? Because these are the clients where we can sell a lot of capabilities that we already have. And the second is the white space on the capabilities that complements. We are not that big on the cybersecurity space. So it's a huge thing. Cybersecurity in the agentic AI era is a huge aspect that we can focus on and scale on that. And it gives us a jump start in that and specifically in the areas and in the verticals that we can bring value out of it, as an example. The second thing is that the capabilities that synergizes with our industrial AI capabilities that I spoke about, right? And that capability is hugely complementary, especially in the global scale. And that spans across all of our manufacturing customers in the U.S. as well. We can use the same capabilities for our production segment, whether it's manufacturing customers, energy and utilities customers per se on that. And the lastly is that the domain and tech convergence capability is very understated. It's very easy to build horizontal practices. You can hire a set of techies and build any of the practices around the various platforms or on various technologies. But the most hard muscle is getting the contextual capabilities for the industries, even if it is the context of capabilities for the BFS, the more we get those talent, it only strengthens our tech domain convergence story. The contextual capabilities that we get in the utility strengthens our E&D story even in the North America and even in the Middle East, for example. The contextual capabilities that comes in, in the automotive sector will complement with our overall manufacturing capabilities. So there is a huge capability build-out that will come out as part of it. So it's not just buying for the set of clients. But as I mentioned, there are 3 white spaces that I see it here. One is the white space in clients, white space in capabilities and white space in the delivery talent across the globe.

Also, just to address the point about the use of cash on this one, per se, Kumar, if you look at the cash on our balance sheet and our consideration that we are going to be going for this transition, it's not going to be more than 10%, 15%. So -- and in which way the other capabilities, et cetera, which you're talking about, we can always keep building that up as well. And we are investing in that side as well.

It is not at the cost of ABC. We'll do both.

Yes.

Vipul, maybe just 1 question, final on the margin side. So you said there should not be a material impact on margin once this acquisition is integrated. Does that imply that this part of the business has better margin than rest -- the overall business margin because Randstad overall margins are quite low, but you are indicating that there should not be material margin impact after the integration and amortization charges all put together?

Yes. So I think the answer is already Venu mentioned about the 360 relationship and the overall transaction, you have to look at it together. That's one part. The second part is I also mentioned about the on-site gross margin being actually better than our on-site gross margin as of today. So I think once we start implementing the plans that we have, and the offshore muscle gets added and complemented, the revenue as well as margin will both grow together. And we also have other plants which we had already -- which we are already back on in terms of our new Horizon initiative as well to deal with the margin at an aggregate overall level as well. So overall, keeping all of these things in mind is why I said that no material impact per se.

We take our next question from Nitin Padmanabhan of Investec.

I'm just conscious of the time. So this is the last question.

Absolutely. Congrats on the deal. I had a couple of quick ones. So one is Venu, you mentioned that there's a lot of domain-centric contextual capability that's difficult to build, which is highly appreciated. The only question I had around that was that what is the format of this engagement? Is it more of a staffing engagement where it's difficult to migrate that knowledge? Or do you think there needs to be a re-architecting of the way that engagement happens for us to really migrate that knowledge. That was the first one. The second is that of the 15-plus stale accounts, I mean, 15-plus large accounts that we have, how big is it as a percentage of the overall revenue at the moment? And how big is it tail? Do we need to really cut the tail and that will be a drag for a year or so. And then from year 2 or year 3 when we really see a scale up. And finally, in the context of the way this is, do you believe that initially, it will start with the pitch that we currently have on-site resources with you, let's put in an offshore mix, and that becomes the first port of call. And how long do you think before the set of wins from a revenue synergy perspective starts kicking in? Those were the 3 questions.

Okay. On the last point, I mean, just that I always remember the last one, so I start from there. On the last point, our current focus is to ensure that we focus on closing. And after closing, I'll be able to share a lot more details in terms of -- as part of our quarterly commentaries in terms of the deals that we're working on and the large deals that we have and so on and so things, right? But as I said, it is all aligned to our 5-year vision of doubling our revenue. And we have -- we already have a plan in parallel buildup for the cross-sell and upselling part of it as well. So Yes. So I'll give those commentaries as and when we reach to that stage. The other aspect is about the concentration of our count -- this is where the real differentiation lies. In Europe, the top 25 customers contribute to 65% of the revenue. In Australia, top 10 customer contributes to 80% of the revenue. If it was hundreds of tail accounts, it doesn't fit into our strategy because that's not how LTM works. Even in LTM, not to an extent that we have been challenged a lot saying that you are concentrating a lot on few accounts, and you have a concentration risk, but that's a model we've always adopted that we go deeper in the relationship. And this was the thing which attracted to us that we have 65% of the revenue coming in from top 25 in Europe and 80% of the revenue is coming from the top 10 industrial. And that's where our focus is going to be a lot more from day 1 so that we not only make sure that we have a smooth transition of these customers, most importantly, use this opportunity to tell them about the things that we can help from an LTM standpoint and grow the customers. The last one is about -- I think it was your first question. Look, from a commercial arrangement, it has a good mix of T&M commercial arrangement. But the average tenure of consultants in an account is greater than 5 years in these accounts. In fact, there are the highly experienced consultants that we -- when we looked at the tenure of them in the accounts, is almost 7 to 8 years in 1 account, which is a very good even from an offshore standard perspective to have that. So -- and we need to make sure that we retain that stickiness of the talent of the customers so that the demand context remains in the ecosystem. And most importantly, we strengthened it with our demand over that exists with at a global level. So that's how I would look at it. But yes, the commercial arrangement are a mix of T&M managed services and so on. But yes, it has a significant commercial arrangements of T&M, but what uses an assurance is that the tenure of the consultants and our contracts and analysis we did, and that tenure is a very long tenure in an account. .

Yes. So just a quick follow-up on that one. If you could correct me if I'm wrong. So these people have been with the client for multiple years. Obviously, they are valuable and very core to the client. And usually, they wouldn't want to let go of those people. how fungible is the knowledge transfer for us to be able to use those same people to drive things? Because these will be controlled by the client. So I'm just trying to ask you about the assumption on being able to use those same people to drive new deal creation when they are completely controlled by the client. So that's the only assumption that I worry about and wanted your thoughts there. .

Yes. Look, I think that happens in -- especially in accounts where you have the long tenure consultants and in those engagements, even in our current business, where clients have a say on the resources movement and so on. but we have a mechanism in terms of how the other employees cross and up learn from each of them. So there are various initiatives where we shadow people across these consultants where the domain knowledge gets transferred. And second thing is that I think we will also have some work to do in terms of making sure that a lot of this knowledge in our global setup gets institutionalized. So that's where the focus will happen. And the fact that now that the same clients will have an access to close to 87,000 for the talent of global scale from LTM. As we start selling different services, our ability to shadow those resources will also enhance. If I was focused only on one stream and one capability, then shadowing the resources becomes that much challenging, especially in the scenario that you explained. When we are trying to cross and upsell, I think if I can have the same account where there are 100 people working, if I can increase it to 250 people in that account, our ability to cross-pollinate knowledge will be that much easier. So again, it all comes down to the same point that I started off saying that can we cross and upsell faster? Can we expand the value share faster? Because you have a focused accounts that we can target, it's not like spanning across hundreds of accounts. And thereby, we get the advantage of both [indiscernible] convergence, get the advantage of capabilities that are truly white space for us. .

Thank you. That was the last question for today. Ladies and gentlemen, on behalf of LTM Limited, that concludes today's call. Thank you for joining us, and you may now click on the leave icon to exit the meeting. Thank you for your participation. Goodbye. .