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GMM Pfaudler Ltd. Investor Presentation 2021

Feb 17, 2021

61612_rns_2021-02-17_c778cd62-234e-408c-9474-8cef335f7a18.pdf

Investor Presentation

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TRANSACTION UPDATE

Disclaimer

This presentation has been prepared by GMM Pfaudler Limited (the "Company") solely for your information and for your use and may not be taken away, distributed, reproduced, or redistributed or passed on, directly or indirectly, to any other person (whether within or outside your organization or firm) or published in whole or in part, for any purpose by recipients directly or indirectly to any other person. By accessing this presentation, you are agreeing to be bound by the trailing restrictions and to maintain absolute confidentiality regarding the information disclosed in these materials. The Company may alter, modify or otherwise change in any manner the contents of this presentation, without obligation to notify any persons of such change or changes. This presentation and its contents are confidential and may not be copied, published, reproduced or disseminated in any manner.

This presentation may contain certain forward looking statements within the meaning of applicable securities law and regulations. These statements include descriptions regarding the intent, belief or current expectations of the Company or its directors and officers with respect to the results of operations and financial condition of the Company. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ from those in such forward-looking statements as a result of various factors and assumptions which the Company believes to be reasonable in light of its operating experience in recent years. Many factors could cause the actual results, performances, or achievements of the Company to be materially different from any future results, performances, or achievements. Significant factors that could make a difference to the Company's operations include domestic and international economic conditions, changes in government regulations, tax regime and other statutes. The Company does not undertake to revise any forward-looking statement that may be made from time to time by or on behalf of the Company.

This presentation may contain certain supplemental measures of performance and liquidity that are not required by or presented in accordance with Indian GAAP, and should not be considered an alternative to profit, operating revenue or any other performance measures derived in accordance with Indian GAAP or an alternative to cash flow from operations as a measure of our liquidity.

In no event shall GMM or its directors or management, be responsible to any person or entity for any loss or damage, whether direct, indirect, incidental, consequential or otherwise, arising out of access or use or dissemination of information contained in this presentation, including, but not limited to, loss of profits.

No representation, warranty, quarantee or undertaking (express or implied) is made as to, and no reliance should be placed on, the accuracy, completeness or correctness of any information, including any projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein and, accordingly, none of the Company, its advisors and representative and any of its or their affiliates, officers, directors, employees or agents, and anyone acting on behalf of such persons accepts any responsibility or liability (in negligence or otherwise) whatsoever arising directly or indirectly from this presentation or its contents or otherwise arising in connection therewith

This presentation is for general information purposes only, without regard to any specific objectives, financial situations or informational needs of any particular person. Readers must make their own assessment of the relevance, accuracy and adequacy of the information contained in this presentation and must make such independent investigation as they may consider necessary or appropriate for such purpose. Any opinions expressed in this presentation are subject to change without notice and past performance is not indicative of future results. By attending this presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business.

No person is authorized to give any information or to make any representation not contained in or inconsistent with this presentation. If given or made, such information or presentation must not be relied upon as having been authorized by any person. This presentation is not for publication or distribution or release in any country where such distribution may lead to a breach of any law or requlatory requirement. The information contained herein does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities for sale. No part of this presentation should form the basis of or be relied upon in connection with any investment decision or any contract or commitment to purchase or subscribe for any securities. The distribution of this presentation in certain jurisdictions may be restricted by law and persons into whose possession this presentation comes should inform themselves about and observe any such restrictions. By accessing this presentation, you represent that you are located outside the United States and are permissible under the laws of your jurisdiction to receive this presentation. This presentation is not intended to be a prospectus, under applicable laws in India (including the Companies Act, 2013) or an offer document under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended.

This disclaimer clause and any claims arising out of the use of the information from this presentation shall be governed by the laws of India and only the courts in Mumbai, and no other courts, shall have jurisdiction over the same. By accessing this presentation, the reader accepts this.

Ownership Structure prior to Closing

Ownership Structure post Closing

Acquisition completed in Feb-2021; financials will be consolidated as of Feb 01, 2021

Valuation USD mn
Total Equity Value 50.8
Stake acquired by GMM Pfaudler 54.0%
Stake value acquired by GMM Pfaudler 27.4
- Stake acquired directly 34.4%
- Stake acquired via subsidiary, Mavag 19.6%
- Stake value acquired directly 17.4
- Stake value acquired via subsidiary, Mavag 10.0
Cash accruals used by GMM Pfaudler and Mavag for transaction ~16.4
Debt raised by GMM Pfaudler and Mavag for acquisition ~11.0
No equity dilution in GMM Pfaudler for
the acquisition

Debt raised for acquisition was USD 6.4 mn lower than previously estimated, owing to the strong financial performance and high cash accruals of GMM Pfaudler in FY21

Acquisition debt raised at low cost interest rate in the region of 2.2%*

*Will be hedged in the event of adverse interest rate movements

Pfaudler International - Financial Update

Adjusted EBITDA(1) (USD mn)

  • Although the last quarter of FY20 was impacted due to the Covid-19 pandemic, overall FY20E Revenue and EBITDA is in line with previous management estimates
  • Gross profit margin increased to 25.9% for FY20, significantly above recent years (average 23.1%)
  • Improved gross margins and strict control on other functional costs lead to improved Adj. EBITDA margins, increasing from 4.7% in FY19 to 8.6% for FY20
  • Strong Order Backlog of USD 122 mn as of Dec-20

Appendix

Cashflow summary (INR mn) YTD Dec '20 FY20
Net cash from operating activities 934 500
Net cash used in investing activities (463) (452)
Net cash used in financing activities 203 (46)
Net increase / (decrease) in cash and cash equivalents 674 $\overline{2}$
Cash and cash equivalents at beginning of period 287 285
Cash and cash equivalents at end of period 961 287

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