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091

Case 091Reading financialsCore

A consumer company's group EBITDA margin has been flat at 12% for three years, but the segment note shows the core business falling while a new quick-commerce unit improved from deep losses. Which story should a buyer believe, and what does it do to value?

1The situation

Pushkal Consumer, an invented packaged foods group, is for sale. The information memorandum highlights a group EBITDA margin of exactly 12.0% in each of the last three years and EBITDA growth of about 6% a year.

The segment note tells a different story. Core foods revenue grew from Rs 1,000 crore to Rs 1,080 crore while its margin fell from 16.0% to 14.5%. A quick-commerce unit selling the group's products direct to homes grew revenue from Rs 125 crore to Rs 193 crore, and its margin improved from minus 20% to minus 2%.

2Your task

Explain how the group margin can stay flat, say which segment trend a buyer should underwrite, and show what each trend does to EBITDA in three years.

Quick check

What has happened to core foods EBITDA in rupees over the three years?

Worked solution

Try it on paper, then open one step at a time.

30-second answerThe answer to give first

Believe the segments: the core is shrinking in profit and the group margin is flat only because a loss-making unit is losing less. Core EBITDA slipped from Rs 160 crore to Rs 156.6 crore while its margin fell 1.5 points. A buyer should value the two parts separately and underwrite the core's decline, because three years out EBITDA ranges from about Rs 142 crore to Rs 193 crore depending on which trend wins.

Step 1How can a blended margin stay flat while both parts move?

Because the blend depends on the weights, and the weights are moving too. A group margin is the revenue-weighted average of its segments, so a growing low-margin unit pulls it down while its own improvement pushes it up, and here the two exactly offset the core's decline. A class average can stay at 70 while the toppers slip and a group of weaker students improves and grows in number. Quick commerce grew from 12.5% of core revenue to 17.9% while its margin rose 18 points, which is just enough to hold the blend at 12.0%.

A flat 12% group margin made of one falling line and one rising line+15%+10%+5%0%-5%-10%-15%-20%Year 1Year 2Year 316.0%15.2%14.5%12.0%12.0%12.0%-20%-10%-2%Core foodsGroupQuickcommerce
Core foods' margin falls from 16.0% to 14.5% and quick commerce improves from minus 20% to minus 2% as it grows, so the group margin reads a flat 12.0% in every year.
Rs croreYear 1Year 2Year 3
Core foods revenue1,0001,0401,080
Core foods EBITDA160.0158.6156.6
Quick commerce revenue125.0153.6192.9
Quick commerce EBITDA-25.0-15.4-3.9
Group EBITDA135.0143.2152.7
Group margin12.0%12.0%12.0%
Group EBITDA rises from Rs 135 crore to Rs 152.7 crore at a constant 12.0% margin, but core foods EBITDA falls from Rs 160 crore to Rs 156.6 crore; the growth is quick-commerce losses shrinking.
Step 2Which story should a buyer underwrite?

Underwrite the one with evidence behind it and price the other as an option. The core decline is three years of data in a mature business; the quick-commerce turnaround is two years of improvement in a unit that has never made money. Ask why the core margin is falling. If quick commerce is taking sales from the group's own dealers at lower prices, the two trends are linked: the unit's growth is the core's decline, and you cannot buy one without the other. That is cannibalisationWhen a new product or channel takes sales from older ones of the same firm rather than winning new customers., and the diligence question is what share of quick-commerce orders came from customers who used to buy through shops.

Then put both stories into numbers three years out. Grow core revenue 4% a year and quick commerce 20%. If the core margin holds at 14.5% and quick commerce reaches plus 5%, EBITDA is about Rs 193 crore; if the core keeps falling to 12.25% and quick commerce stalls at minus 2%, it is about Rs 142 crore, below today's Rs 153 crore. Each point of core margin on Rs 1,080 crore of revenue is about Rs 10.8 crore of EBITDA, so the core trend matters more to value than the unit's headline growth.

Close with the value judgement. A buyer applying one multiple to group EBITDA is paying a steady-business multiple for a declining core plus a start-up. Value the core on a multiple that reflects its decline and the quick-commerce unit on its own path to profit, and pay for the turnaround only through an earn-out tied to it. The limit: if the core's fall is a one-off input cost spike, the segment trend overstates the problem, so check the gross margin line before concluding.

Where candidates lose it

Candidates read the flat group margin as stability and value the group on it. The segment note exists precisely because averages hide moving parts, and the information memorandum headline is built from the average.

The second miss is getting excited about the quick-commerce improvement without noticing it may be feeding on the core. Two trends that offset in the margin may share one cause.

What the interviewer asks next

  • How would you test whether quick commerce is cannibalising core sales?
  • What working capital differences would you expect between the two segments?
  • The seller wants a group EBITDA multiple. What structure would you propose instead?
← Case 090A board has two bids: Rs 1,000 crore conditional on financing with an 85% chance of closing, or Rs 950 crore fully committed. A failed deal leaves a standalone value of Rs 700 crore and six lost months. Which is worth more, and what reverse break fee would make the higher bid clearly better?Case 092 →A lender is shown an LBO of a castings business at 5.0x EBITDA at 10%. In the last downturn EBITDA fell 40% for two years. Does the structure survive a repeat: interest cover, free cash flow after interest and liquidity each year?

Company names and figures are illustrative.

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