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Nazara – The Esports Behemoth

Nazara – The Esports Behemoth

The Company

What started as a small game developer company in the early 2000’s, has now metamorphised into an investor itself. One can think about Nazara as a GP within an LLP structure, a FM within an AIF structure, or a fiduciary offering exposure to a large spread of new age verticals. The focus will be gaming. We break down this journey first, and then our take on the future. The former is a necessity as humans ignoring history do at their own peril; the latter is a necessity as investors focusing only on the past are at the brink of peril.

Nazara started as a game publisher, working with telecom companies to provide simple, quirky games to users as value added services. This was the era of 2G and Nokia feature phone handsets in India. As India transitioned to 3G, the bandwidth and devices improved. It was still, a small step forward in terms of data adoption. This was the era where Nazara used to make ~50% EBITDA margins. A giant leap was made via the 4G revolution ushered by Jio. Android had already established itself as the OS of choice. This led to a gradual decline of Nazara’s value proposition due to two reasons. One, they had massive competition as thousands of such games flooded the playstore for free. Second, users had multiple options to play high quality games. These trends were seen globally, and thus led to sharp decline in this business. This is today called ‘Telco Subscription’ in disclosures.

The Article In Focus

Fast forward to 2017, Nazara decided to start acquiring companies and scaling them up. The focus was on the upcoming gaming sector in India. The first tranche of investments were made in Next Media Works, which is another gaming publisher and Nodwin, which is an Esports IP creator. This was followed up with multiple other investments, namely Kiddopia (Early learning segment, ages 2-6, in USA), Sportskeeda (news publishing website with global presence), Halaplay and OpenPlay(real money gaming) etc. It is here that the excellence of Nazara is first seen. Post that, we shift to the core value generator, i.e. Nodwin.

The MOAT

We earlier alluded that Nazara is a GP in a LLP setup. Thus, its essential business is to ensure that it makes the right acquisitions. More important, its job is to ensure that it doesn’t make a bad acquisition. This has been proved in the past three years. These years have seen exorbitant valuations for all startups. Valuations were driven by growth and not bottomline. It is in this environment that Nazara stuck with its thumb rules of not undertaking acquisitions at exorbitant valuations. Secondly, real money gaming had the highest growth and thus most expensive valuations. For Nazara, equity mattered as it used that to make acquisitions. Thus, it made all the sense for them to invest in this space. But there was a minor regulatory uncertainty here. Had one spoken with industry experts or analysts, everyone opined that the probability of that regulation coming in adverse of the industry was minimal. And yet, other than a small acquisition of OpenPlay, it didn’t really invest large in Real Money Gaming segment. This conservative stance played out so well when government decided to tax real money gaming at 28% on receipts and not revenues.

It is this conservative stance which allows for errors.

It is this conservative stance which allows for failures.

It is this conservative stance which allows for reasonable payback even if the things are to turn south.  

We now look at the returns of companies where Nazara has invested. We then look at its purpoted thumb rules. We then move on to Nodwin, the Esports IP behemoth discussion.

 

 

This is an indicative list of its old investments. There are few done post these like Datawrkz and Animal Jam which are recent.

Particulars (Rs. mn)

Next Wave Multimedia

Nodwin

Absolute Sports

Halaplay

Paper Boat Apps

Acquisition Period

Dec-17

Jan-18

Sep-19

Apr-19

Jan-20

FY18

225

170

   

o/w: Pre acq period

73

133

   

FY19

158

501

   

FY20

136

781

142

397

582

FY21

167

1,357

343

124

1,758

FY22

213

2,131

792

 

2,044

FY23

251

3,922

1,223

 

2,206

Revenue scale up CAGR

1%

87%

105%

W/OFF

56%

Amount Invested

300

1,580

200

1860 incl.OpenPlay

40cr + Share swap

 Source: Company, Perpetual Capital

The reason for its success, as much as is Nodwin, is only a handful of w/offs and acquisitions at reasonable multiples. There largely seem to be three broad thumb rules in existence:

  1. Refraining from buying companies are exorbitant sales multiple
  2. Refraining from buying large loss making companies purely for topline; rather the focus is to ensure profitable growth even for high growth segments like Esports
  3. Attempt to retain the incumbent promoters and paying consideration in form of shares + cash.

Name of the company

Date

Stake

Cash Consideration            (Rs. mn)

Share Swap

Comments

Total Consideration (Rs mn)

Valuation (Rs mn)

Revenues (Rs mn)

P/S

PublishMe Global FZ LLC

June-21

69.82%

200

 

200

286

290

0.99

OML Entertainment Pvt. Ltd. (Gaming & Live IPs)

September-21

Slump Sale

730

 

730

 

279

 

OpenPlay Technology Pvt. Ltd.

November-21

100.00%

434

1,430

 

1,864

1,864

535

3.49

Rusk Media Pvt. Ltd.

December-21

15.80%

120

 

120

759

64

11.87

Superhero Brands Pvt. Ltd.

January-22

100.00%

49

 

49

49

50

0.98

Datawrkz Business Solutions Pvt. Ltd.

January-22

33.00%

350

250

Total consideration – 1240mn. 1st tranche – 600mn (After both tranches, total stake will be 55%)

600

1,818

907

2.00

Next Wave Multimedia Pvt. Ltd.

March-22

 

300

 

300

   

GriffinGP Gaming Fund

March-22

 

300

(Rs 100mn upfront, rest over the next 3 years)

300

   

BITKRAFT Ventures

April-22

 

189

(Rs 66mn upfront, rest over the next 3 years)

189

   

Brandscale Innovations Pvt. Ltd.

April-22

35.00%

100

 

100

286

  

WildWorks, Inc

August-22

100.00%

10.4 $mn

(This amount is being paid to creditors of the company. Existing stockholders not receiving any consideration)

10.4 $mn

10.4 $mn

Revenue: 13.8 $mn; EBITDA: 3.1 $mn

0.75

Absolute Sports Pvt. Ltd.

November-22

81.90%

200

     

Source: Company, Perpetual Capital

These rules create the ideal scenario for ensuring high success rate in an otherwise challenging business activity.

As we have established the base of the company, we now will shift to explain its golden goose – The Esports IP business – Nodwin in Part 2 of our article. Part 3 will involve discussions on all its investees and our thoughts on its valuations.

Hindustan Foods Ltd (HFL)

Post GST, there has been be a complete overhaul of supply chain in a lot of sectors which was long pending. FMCG is one such sector in which for each branded company there are two businesses:

1. Manufacturing
2. Distribution (Brand businesses)

From an RoCE point of view the manufacturing business yields 18-20% whereas the brand business yields a minimum of 30%. During the VAT era, each state had a different tax rate for products, hence the location of the plant of the company was mostly decided according to which state government offers the best concessions. This led to development of a lot of plants of smaller capacities.

Post GST, this scenario has changed. Now capacities have been be set up according to logistical advantage rather than government concessions as obviously taxation is uniform all over the country. This has led to plants which are much bigger in size and most of the incremental capacities are being outsourced. FMCG companies would rather focus on creating innovative products and expanding their distribution, which is where the RoCE is high and the incremental RoCE’s are also higher, and let the boring part – manufacturing – be handled by someone else. Products sell on brand name and distribution rather than the formulation, hence the risk due to transfer of technical know-how is also low.

The boom in online sales and availability of VC funding has accelerated the emergence of new brands. New companies would also spend on creating products, marketing and distributing them rather than setting up a new manufacturing unit.

These changes are leading to creation of large players in the FMCG contract manufacturing space. One such player who is already benefiting due to this shift is Hindustan Foods Limited.

About the company :
Hindustan Foods (HFL) started in 1984 as a JV between GSK India and the Dempo group. It setup a facility in Goa to manufacture Farex. The performance over 3 decades had been subpar as the company was loss making due to low utilization of capacity and was funded by the Dempo group with personal loans which subsequently turned into equity. In 2013, the Vanity Case Group (VCG) bought a controlling stake in the company. VCG has around 3 decades of experience in contract manufacturing of various FMCG categories including Food, Cosmetics, Personal care and Home care products. Vanity case is headed by Mr. Sameer Kothari – a CA with an MBA from Cornell.

In 2014, VCG leveraged on its existing FMCG relations to enter into supply and manufacturing agreement with Danone and Pepsi (to manufacture Kurkure puffcorn). This instantly helped lift the turnover from 6 cr (annual runrate) in FY14 to 17.4 cr in FY15. In the same year the Dempo’s also wrote off loans of 11 cr advanced by them to HFL. VCG successfully turned around the company and could lift the turnover to 17.4 cr within a year leveraging on its existing relationships. In 2016, Mr. Nikhil Vora backed Sixth Sense Ventures along with the promoter VCG announced an equity infusion of ~32 cr. In 2017, the company used these funds for several acquisitions including pest control plant (Mortein) of Reckitt Benckiser and Ponds exports – shoes manufacturing plant of Hindustan Unilever (HUL). In 2018, the company acquired a shoe manufacturing plant in Mumbai, Setup and commenced a greenfield plant in Coimbatore (for manufacturing Tea, Coffee and Soups for HUL), and commenced process to merge a detergent factory (manufactures for HUL) held by VCG with HFL. In 2019, the company announced further equity infusion (~Rs 100 cr) from Convergent (~Rs 70cr) – a PE setup by ex CEO of Fairfax India, Harsha Raghavan and Sixth Sense Venture (~Rs 30 cr). The company used these funds to setup a liquid detergent plant in Hyderabad with a budget of Rs 150 cr. In FY19, the company acquired a 40% stake in ATC Beverages, a financially ailing company engaged in the manufacturing of soft drinks, juices and energy drinks. In FY2021, the company was asked to setup a facility for ice-cream manufacturing near Lucknow, Uttar Pradesh at a cost of Rs 125 cr. In FY22, the company announced its foray into the OTC Healthcare & Wellness segment by taking over Reckitt Benckiser Scholl India while it also forayed into cosmetics industry by acquiring AeroCare Personal Products LLP. So, in effect, HFL is widening its product portfolio to leverage on its existing relationships and start new ones.

FMCG Client Basket

Igarashi Motors – All set to ride the new revolution

Introduction 


Igarashi Motors India Ltd (IMIL) is primarily engaged in the production and export of permanent magnet DC Motors for powertrain and seat applications and motor accessories for the automotive sector. The Company started off as a contract manufacturer in 1996. Since then, it has populated over 500 mn DC motors for usage in actuator applications in passenger cars. Today, Igarashi is recognized as a leading global automotive component market player in actuator motors. Their state-of-the-art manufacturing facilities and logistic warehouses are located at MEPZ-SEZ, Chennai & DTA Unit at Maraimalai Nagar. Robust manufacturing, innovation, and technology edge, vast expertise, and high operational efficiencies underpin the operations of the Company.  

 

History 


History The Company was originally incorporated as CG Igarashi Motors Limited (‘CGIML’) in Jan 1992 as a JV between Crompton Greaves Limited, India, Igarashi Electric Works Ltd (IEWL), Japan, and International Components Corporation, USA. Over a period, IEWL consolidated its stake in the Company by acquiring a stake of exited JV Partners. The Company’s name was changed from CGIML to Igarashi Motors India Limited on July 13, 2003. Post the subprime mortgage crisis the company suffered a huge loss due to adverse movements in currency and inappropriate hedging strategy, while adverse commodity movements took a further toll on the profits. The company went on to sell its stake in Agile electric and raise funds from the like of HBL Power Systems (~Rs 50cr) through its holding company (Agile Electric Sub Assembly) in FY2011. Looking at the increasing attention towards reducing emissions by OEMs and regulatory bodies in developed countries the company worked on creating a niche in the throttle actuator motor (TAM) space by building capabilities to manufacture motors for electronic throttle control, exhaust gas recirculation, wastegate actuator, coolant control valve, etc. This helped lift the performance of the company in the following years, during which the company’s promoters further exchanged hands when HBL Power sold Agile Electric to Blackstone which got the company a further infusion of ~Rs 60 cr as the then CEO bought a 32.6% stake. In 2016-17 Igarashi Japan bought back Agile Electric (in turn Igarashi Motors) from Blackstone and further consolidated its stake to 75% (>77% then). In order to avoid conflict of interest the company sold the business of Agile electric on a slump sale basis to IMIL at book value further in a sign of good corporate governance the company issued bonus shares only to public shareholders to reduce promoters’ shareholding to 75% (maximum permissible in India) 

 

Segments 


The company has three segments: 

1.   (TAM) – Throttle Actuator Motors (~63% of sales)

      The current product portfolio in this division consists of motors that primarily involve controlling the throttle (electronic throttle control) and reducing emissions (Exhaust Gas Recirculation, Waste Gate Actuator, Variable Turbine Geometry, Coolant Control Valve) 

2.   (CAM) Comfort Actuator Motors (~27% of sales)

      Division involved in contract manufacturing and built-to-customer print addressing comfort body systems such as seat, window lift, and fuel pump sub-assembly to global players  

3.   Non-Auto (currently BLDC motors for consumer appliances – ~10% of sales)

      Into energy efficient BLDC motors for consumer appliances, EV traction motor platforms, and Electronic System Design and Manufacturing (ESDM)

 

Product Portfolio 


With technology being adopted in vehicles and further tightening emission norms, the motorization of vehicles is only expected to increase. Due to stringent emission norms within the Throttle Actuator Motor (TAM) division – the Company has expanded from being in the electronic throttle control space to being a player in the exhaust gas recirculation, wastegate actuator, variable geometry turbine, and coolant control valve, most of these motors help in reducing emission. While these are products that the company is already selling, the product pipeline in this segment is significant while some products may become obsolete as new sales for ICE-based vehicles may come down to zero over the next decade or two. However, the more electrified a vehicle will be the more motors will replace mechanical functions. 

 

Capabilities & Capacities 


The Company is a vertically integrated player and is involved right from the designing to the manufacturing process. For auto, the product development to commercial production life cycle is generally a 2–3-year process depending on the criticality of the product. Even within the BLDC division, the company has designed and developed the motor and associated PCB in-house. The company has a strong R&D team in-house and is consistently working to develop new products to capitalize on emerging trends.   




The company’s capacities (as of FY22) in the three divisions are as follows:

Segment

Capacity (Mn)

Utilization

Addition

TAM

39

44%

 

CAM

12

52%

 

Non-Auto – BLDC

1.25

44%

Double capacity to 2.5 mn by end FY23

Non-Auto – ESDM

2

NA

Double capacity to 4 mn by end FY23

Source: Company, PIA

 

What went wrong in the last few years? 


The company has been struggling to grow for the last 5 years (FY18-FY22) – revenue down 17% during the period. Segmentally the decline is higher for both TAM (-24%) and CAM (-29%), the decline in overall revenues is slightly offset by the addition of sales from the non-auto division since FY2020. The decline is mostly attributed to the decline in volumes (81mn in 2022 vs. 95mn in 2018) in the light passenger vehicle (~-15%) during the same timeline as new programs supposedly to be rolled out in 2019 got delayed due to a slowdown in auto and on expectations of higher penetration of shared mobility (requires different specifications due to a longer lifecycle in terms of km’s) further exacerbated by insourcing of its largest client – Bosch, while COVID led to further decline in the entire global auto industry. Uncertainty around car technology may also have led to delays in programs. 

Competitors like Mabuchi and Johnson Electric within their auto business also faced a tough time in their auto business during the same period, confirming the slowdown. While on the total revenue front, they have done well due to diversification in power tools and personal care products which are sectors catered to by Igarashi China.   

 

Focus on R&D and a strong product pipeline to bank on emerging technology and expand the addressable market 

The company has always had a strong focus on R&D and continues its thrust on developing new products. In the TAM division, the majority of the revenue was driven by ETC motors (~85% in FY22), however, with stringent emission norms the company’s addressable market increased as motors like EGR (Exhaust gas recirculation), WGA (wastegate actuator), and VGT (variable geometry turbine) motors became applicable. Further due to the introduction of BSVI in India (norms in line with current Euro 6), the Indian market became applicable for the current product portfolio of this division.  

While the risk of ICE-based vehicle sales going to zero will eventually materialize the company has started focusing on products that are technologically agnostic. All capacities of the company are fungible with minor investments so risk stands low in terms of capacity becoming obsolete. Division wise:  

  1. Within TAM, the company has built motors for electronic parking brakes as they are becoming common in new cards due to their feature-rich capabilities. The company has undergone product development and validation and is expected to commercialize this product in 2023, while the company has RFQ for some programs starting in 2024. Each vehicle will require 2 motors and the market size is 45mn units. Tighter emission norms in India have further made the 2W market also relevant, particularly the 150+cc market. Earlier, vehicles used to use a carburetor, which will now be replaced by an electronic fuel injector (for better efficiency and lower emission).   

  2. In CAM, TOCD (trunk open and close device) motor is seeing higher acceptability with an increase in sales for SUVs. Igarashi China (Igarashi Japan has 2 plants in China – non-overlap in terms of types of motors being manufactured in each plant) is the world’s largest player in TOCD motors and due to geopolitical risks, clients have asked Igarashi Japan to geographically diversify their risks. Undergoing prototype and sample testing phase and in discussion with Asian Tier 1 companies for offtake with the commercial launch by 2024. 

  3. BLDC division (currently Non-Auto) is working on an electric vacuum pump for brake boosters (will see higher adoption as brake boosters need vacuum from the engine and with higher EV sales this product becomes relevant), however, this product might be a few years away from commercialization. Further, the company has developed and is in the final stages of validation for a water pump for the battery management system and expects commercial supply from 2025. IMIL has also developed and is undergoing validation for traction motor for E2W/E3W and is in talks for contract manufacturing for a large European tier 1. 

  4. Non-auto business can be split into 2 – motor and ESDM. The company has in-house EMS and SMT capabilities. While the company will supply BLDC motor for fans it also designs, develops, and manufactures the associated PCB in-house and hence has build capacities for ESDM larger than the motor. For the supply of a traction motor, the controller is important. For the time being, the company has tied up with a Taiwanese company for the supply of controller, the electronics R&D team is working on designing, developing, and manufacturing its own controller and expect it to complete by 2025.    

 

Way forward 


With advancements in technology and the electrification of power trains, the automotive actuators market is growing continuously as Electric actuators have replaced hydraulic and pneumatic actuators due to lower noise emission, compact and lightweight design, digitalization, electronic close looping system, and flexible installation options. These actuators control various applications few of which are engine air management systems, headlight positioning, seat adjustment, grill shutter, HVAC systems, window lift drive, power tailgate drive, seat drive, sunroof drive, and cooling systems for ICE & battery banks. BLDC Technology We also foresee huge opportunities in newer, energy-efficient technologies for fast-moving electrical goods. Factors such as pent-up demand, government thrust on rural electrification and housing development, growing consumer preferences towards smart electrical products in a work-from-home (WFH) scenario, and premiumization in many product categories have been driving the growth of the industry. This would facilitate not only the Design and Development of BLDC Motor Controllers for Ceiling fans, Pedestal fans, and Air coolers but also for EV Motor controllers, EV Chargers, High Voltage Drives, and EV Battery Management Systems. In the next five years, huge growth is envisaged in fans at a CAGR of 12%, presently it is at 9% for the year 2021-22. The Indian Fan Industry is destined to enter into the Golden Era post-pandemic, with pent-up demand following customers’ aspirations to chase better quality and better aesthetics. With the substantial saving of >50% in power consumption in BLDC, this segment will herald a new revolution in the Indian fan market at a much faster pace and aggression in the years to come. These energy-efficient fans will spurt fresh replacements for conventional fans and would eventually result in an infusion of BLDC technology on a large scale. Another important aspect to note is that premium ceiling fans are gaining momentum following the widespread offerings by fan manufacturers to cater to the demand of the luxurious customer segment. This prompted the emergence of advanced concepts like smart fans – IoT-enabled, App operated, voice-controlled & decorative fans – under light versions, etc., gaining wider acceptance and popularity. Even foreign players are attracted to this segment of their offerings of energy-efficient products. Indian fan manufacturers are now focusing on import substitution in the TPW fan segment as it accounts for 30% of the Indian Fan market. Similarly, BLDC technology transfusion in the Air cooler platform presents an immense opportunity as it is only the standby option to combat the soaring summer and at the same time, accounts for substantial volume in the air-cooling segments. Leading Fan manufacturers are already exploring opportunities in TPW segments & Air coolers with the advent of BLDC technology and have already started positioning suitably in the market. The team has been working on various programs including Customer-specific projects in the areas of electronics development due to which scalable controllers were developed for products like IoT Enabled Fan with the option of IR Remote, Air Cooler, Fan with temperature sensing, and BLDC fans to work with standard fitments. 

Coming to numbers, the worst seems to be behind, with several growth levers in place along with sector (consumer appliances) and product segment (controllers for EV motors, chargers, battery management systems, etc.) diversification. For the ceiling fans business, the potential is immense:

Fan Market Size (Mn)

Growth Rate %

Expected BLDC Penetration (in 4-5 Years)

The company claims 20-25% market share

Implied opportunity

65

6-7%

30%

~5 mn

Rs 400-500 cr

Source: Company, PIA

Also, the company is already working on BLDC motors for kitchen chimneys, air coolers etc. which will add to further volumes. Company would invest ~Rs 10 cr in capital expenditure to expand capacities in both BLDC and ESDM. For BLDC opportunity for fans, the company has three offerings wherein for USD20 the company will supply the motor with the electronics, USD17 for motor assembly and USD6 for PCB. Hence the additional capacity for ESDM, along with further potential for other opportunities in ESDM.

Segment

Capacity post-expansion (mn)

Potential Revenue (net of captive consumption)

ESDM

4

Rs 80-100cr



 



Source: Company, PIA

Further, the company is seeing higher RFQs for their auto business, which already was at lows last year due to the non-availability of chips which affected global auto volumes. Capacity utilization stands at close to 50% and conservatively assuming the auto business to double in 4-5 years (electrification of actuators will only lead to higher content per vehicle) along with a higher contribution from non-auto can lead to revenues of at least 3x of FY2022 over 3-4 years.

Segment

Capacity (mn)

Potential Revenue

TAM

39

Rs 700 cr

CAM

12

Rs 350 cr

Source: Company, PIA

The company would need to spend close to 30 cr over the next 2-3 years for maintenance, balancing capacity and automation to achieve this.

Coming to margins, historical margins of 20% were only because of technical and tooling fees on the commercialization of new programs, which are sort of one-off in nature. They might repeat again but expecting a steady state of 16% EBITDA margins is a reasonable expectation. The non-auto business has a higher element of electronics and lower labor costs (the auto business is semi-automated) which will lead to lower gross margins at a blended level while at the EBITDA level, it will yield 14-15% once the operations are scaled up while PAT margins come to be in the range of 8-9% at full scale. 

On the valuation front, the TTM PE may look abnormally high due to the problems around the higher cost of electronics in the last 2 years as the company rushed to buy from the spot market due to the China lockdown. The last few years have been abnormal for a number of reasons, however, on a long-term basis company has traded at a TTM PE of 30x which can be a fair multiple on normalized operations. 


Profit & Loss A/C Snapshot

Particulars (INR cr)

FY20

FY21

FY22

9MFY23

Revenue

534

533

556

483

EBITDA

80

75

44

38

EPS (Rs)

9.50

8.14

0.38

-0.76

Balance Sheet Snapshot

Particulars (INR cr)

FY20

FY21

FY22

9MFY23

Shareholder’s Equity

422

439

438

429

Borrowings

124

95

100

113

 

 

 

 

 

Fixed Assets

394

370

378

369

CWIP

11

10

11

15

Inventories

76

101

82

93

Cash & Cash Equivalents

3

13

7

5

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