Muthoot Finance Limited May 2010 - Muthoot Securitiesmymuthoot.com/ncd/Muthoot NCD...

30
Public issue of Secured Non Convertible Debentures (NCDs) by Muthoot Finance Limited SEPTEMBER 2012

Transcript of Muthoot Finance Limited May 2010 - Muthoot Securitiesmymuthoot.com/ncd/Muthoot NCD...

Page 1: Muthoot Finance Limited May 2010 - Muthoot Securitiesmymuthoot.com/ncd/Muthoot NCD Presentation.pdf · 1 Disclaimer :- Muthoot Finance Limited, is proposing, subject to market conditions

Public issue of Secured

Non Convertible Debentures (NCDs)

by

Muthoot Finance Limited

SEPTEMBER 2012

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Disclaimer :-

Muthoot Finance Limited, is proposing, subject to market conditions and other considerations, to make a public issue of securities and has filed a Draft Prospectus with Securities and Exchange Board of India (“SEBI”), BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) and the Prospectus with the Registrar of Companies, Kerala and Lakshadweep. The Draft Prospectus and the Prospectus are available on the websites of SEBI [www.sebi.org.in], BSE Limited [www.bseindia.com], NSE [www.nseindia.com] the Company [www.muthootfinance.com] and the respective websites of the Lead Managers [www.icicisecurities.com www.akcapindia.com, www.edelweissfin.com, www.karvy.com, www.rrfcl.com, www.sbicaps.com] related to the Issue.”

All investors proposing to participate in the Issue should invest only on the basis of the information contained in the Prospectus (including the risk factors therein) dated September 9, 2012, filed with the Registrar of Companies, Kerala and Lakshadweep (“ROC”).

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Flow of Presentation

Issue Summary

Company Overview

Company History

Key Highlights

Key Financial and Operating Ratios

Issue Structure

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Issue Summary

Issuer Muthoot Finance Limited

Issue

Public Issue of Secured, Non Convertible Debentures (NCD’s) of upto ` 2,500 million with an

option to retain oversubscription upto ` 2,500 million for issuance of additional NCDs,

aggregating to a total of upto ` 5,000 million

Rating [ICRA] AA- / Stable

CRISIL AA- / Stable

Issue

Schedule

Issue Opening Date 17th September 2012

Issue Closing Date 5th October, 2012

Allocation

Category I - Institutional Portion - upto 15 %

Category II - Non-Institutional Portion - upto 35 %

Category III - Individual Category Portion - upto 50 %

Lead

Managers

Listing

BSE Ltd is the Designated Stock Exchange.

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Company Overview

Muthoot Finance Ltd. is the largest gold financing company in India in terms of loan portfolio1 and is the flagship

company of the Muthoot Group

Gold Loan business was started in 1939

Group started its retail loan business under the name ‘Muthoot Bankers’, a partnership firm

Group incorporated ‘Muthoot Finance Ltd’ in 1997 and commenced business as NBFC in 2001

Company is a public limited company classified as a Systemically Important – Non Deposit taking NBFC

As of June 30, 2012 Company has 3,780 branches spread across 20 states/national capital territory of Delhi /

4 Union Territories and has employed 25,103 employees in its operations

Key Financials of the Company (` Million) FY09 FY10 FY11 FY12 Q1 FY13

Gross retail Loan AUM 33,690 74,382 158,685 246,736 233,359

Revenue from Operations 6,121 10,805 23,015 45,367 12,875

PAT 979 2,285 4,942 8,920 2,461

ROAE ( %) 33.0% 47.9% 51.5% 41.9% 32.3%

CAR (%) 16.3% 14.8% 15.8% 18.3% 19.4%

Bad Debts written off - 6.18 18.29 69.23 16.00

1. IMaCS Industry report , (2010 update)

2. As of March 31, of respective financial year

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Company History

Note: Year refers to financial year ended March

2000-01

Muthoot Finance

received RBI

license to

function as an

NBFC

2004-05 • Retail loan and debenture

portfolio of our Company

exceeds ` 5.0 billion.

• Merger of Muthoot

Enterprises Private Limited

with our Company.

• F1 rating obtained from Fitch

Ratings affirmed with an

enhanced short term debt of `

400.0 million.

2006-07 Retail loan portfolio

crosses `14 billion Net owned funds

crosses Rs.1 billion RBI accorded status of

SI-ND-NBFC Branch network crosses

500 branches

2010-11 Retail loan and debenture portfolio crosses `

158.0 billion and ` 39.0 billion respectively. CRISIL assigns “AA-/Stable” rating for ` 4.0

billion non convertible debenture issue. CRISIL assigns “AA-/Stable” rating for ` 1.0

billion subordinated debts issue. ICRA assigns long term rating of “AA-/Stable”

for the `1 billion subordinated debt issue and for ` 2.0 billion Non-convertible Debenture issue respectively.

Branch network crossed 2,700 branches. Overall credit limits from lending banks crosses `

60.0 billion. Net owned funds crossed `13.0 billion. Gross annual income crossed ` 23.0 billion. Private equity investment of ` 2,556.9 million

from Matrix Partners India Investments, LLC, The Wellcome Trust, Kotak PE, Kotak Investments and Baring India PE

2011-12 Successful IPO of ` 9,012.5 million in April 2011.

Listing of Equity Shares in BSE and NSE.

Retail loan portfolio crosses ` 246.0 billion.

Retail debenture portfolio crosses ` 66 billion.

ICRA assigns long term rating of AA- Stable and

short term rating of A1+ for the ` 93,530.0 million

line of credit.

Raised ` 6.93 billion and ` 4.6 billion through public

issues of secured non-convertible debentures under

Series I and Series II respectively.

Received the Golden Peacock Award, 2012 for

corporate social responsibility.

Net owned funds crossed ` 29.0 billion.

Gross annual income crossed ` 45.0 billion.

Bank credit limit crosses ` 92.0 billion.

Branch network crosses 3600 branches.

2007-08 Retail loan and debenture

portfolio crosses ` 21.0 billion

and ` 12.0 billion respectively.

Net owned funds of our

Company crosses ` 2.0 billion.

F1 rating obtained from Fitch

Ratings affirmed with an

enhanced short term debt of `

800.0 million.

Overall credit limits from

lending banks crosses ` 5.0

billion.

2008-09 Converted into a public limited

company. Fresh RBI license to function as

an NBFC without accepting public deposits, consequent to change in name

Retail loan and debenture portfolio crosses ` 33.0 billion and ` 19.0 billion respectively.

Net owned funds of crosses ` 3.0 billion.

Gross annual income crosses ` 6.0 billion.

Overall credit limits from lending banks crosses ` 10.0 billion.

Branch network of our Company crosses 900 branches.

2003-04 Obtained highest

rating of F1 from

Fitch Ratings for

short term debt

of ` 200.0 million.

2005-06 • Retail loan and

debenture portfolio

crosses ` 7.0 billion and

` 6.0 billion respectively.

• Overall credit limits from

banks crosses ` 1.0

billion.

2009-10 Retail loan and debenture portfolio

crosses ` 74.0 billion and ` 27.0 billion

respectively.

Net owned funds crosses ` 5.0 billion.

Overall credit limits from lending banks

crosses ` 17.0 billion.

ICRA assigns ‘A1+’ rating for short term

debt of ` 2.0 billion.

CRISIL assigns ‘P1+’ rating for short

term debt of ` 4.0 billion.

Branch network crosses 1,600 branches.

Demerger of the FM radio business into

Muthoot Broadcasting Private Limited.

Gross annual income crossed ` 10.0

billion.

2012-13 Raised ` 2.6

billion through a

public issue of

2.6 million

secured non-

convertible

debentures

under Series III.

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Key Highlights

De-risked Industry with Untapped Opportunity and High Growth Potential

Largest Non-Banking Finance Company in Gold Loan Business in India

Pan-India Reach and Branch Network

Strong Brand with an Unique Business Model

Robust Operating System

Sound Financial Standing

Experienced and Respected Management

Key

Highlights

#1

#2

#3

#4

#5

#6

#7

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De-risked Industry with Untapped Opportunity and High

Growth Potential

India is one of the largest markets for gold – accounted for ~10% of total world gold stock as of FY2010

#1

Gold Demand Trends in India (Tonnes)

Source: IMacs Industry Report (2010 Update)

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De-risked Industry with Untapped Opportunity and High

Growth Potential

Value of Gold Stock & Penetration of Gold Loans Size of Gold Loan Market in India

Source: IMacs Industry Report (2010 Update)

Southern India accounts for 85% to 90% of the Gold Loans market in India

25

120

250

375

0

50

100

150

200

250

300

350

400

FY02 FY07 FY09 FY10

(Rs b

n)

CAGR: 37%

CAGR: 44%

CAGR: 50%

6,462

11,669

25,000

32,000

1.03%

0.38%

1.20%

0.97%

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

FY02 FY07 FY09 FY10

(Rs b

n)

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

(%)

Value of Gold Stock (LHS) % of Gold Loans (RHS)

#1

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Historically market has been largely unorganised dominated by local jewellery shops, money lenders & co-operative societies.

Gold loans perceived as a convenient source of short term/bridge financing

Customer service, speed and convenience are key business drivers

Huge sentimental value attributed to personal jewellery/gold – ensures high recoverability

Ticket size of loans and effective maturity generally smaller considering target customer segment – mitigates risk of interest rate volatility

Interest rate sensitivity on a small ticket loan is relatively low

De-risked Industry with Untapped Opportunity and High

Growth Potential – Key Industry Characteristics #1

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Muthoot Finance - Growth Trajectory of Loan Book (in ` million)

Group has more than seven decades of business history – gives an edge in terms of expertise and capability to

innovate

Standardized training modules, valuation processes and operating systems have been perfected over the

period

Pan-India presence provides unique understanding of customer behavior in different geographies and conditions –

helps planned growth in that region

Enables customized product offerings to suit varied customer needs

Have created Brand and built Trust amongst its customers and market community – an essential ingredient in this

business

#2 Largest NBFC in Gold Loan Business in India

* 22,263 33,690 74,382

1,58,685

2,46,736 2,33,359

-

50,000

1,00,000

1,50,000

2,00,000

2,50,000

3,00,000

FY 08 FY 09 FY 10 FY 11 FY 12 Q1 - FY 13

53%

51%

121%

113%

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Gold Loan Providers

Gold Loan Market Share (%)

FY07 FY09 FY10

Muthoot Finance 11.0% 13.4% 19.5%

Indian Overseas Bank 13.1% 12.6% 13.9%

Indian Bank 13.2% 13.2% 10.4%

Manappuram (incl MAFIT) 3.7% 4.9% 6.8%

South Indian Bank 4.7% 6.1% 6.3%

Muthoot Fincorp 3.6% 4.8% 5.9%

State Bank of Travancore 8.9% 6.4% 5.1%

Andhra Bank 3.1% 3.6% 3.7%

Federal Bank 4.7% 4.3% 2.3%

Total Gold Loans (Rs. Bn) 120.00 250.00 375.00

#2 Largest NBFC in Gold Loan Business in India

Source: IMacs Industry Report (2010 Update)

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Gold Holdings – Muthoot Finance #2

30.138.9

65.5

112.0

137.1129.8

-

20.0

40.0

60.0

80.0

100.0

120.0

140.0

160.0

Mar - 08 Mar - 09 Mar - 10 Mar - 11 Mar - 12 Jun - 12

(In

to

nn

es

)

Gold Jewellery kept as Security (tonnes)

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Human Resources #2

3,999

5,979 9,745

16,688

25,35125,103

3,000

8,000

13,000

18,000

23,000

28,000

Mar 08 Mar-09 Mar-10 Mar-11 Mar-12 Jun-12

No

of

Em

plo

yees

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Geographical spread of Gold Loan Portfolio #2

81.60% 80.00% 75.40% 73.70%

68.40% 67.40%

13.40% 13.60%

14.50% 14.70%

17.00% 17.50%

4.20% 5.00% 7.80% 8.50%

10.30% 10.50%

0.8% 1.4% 2.3% 3.1% 4.3% 4.6%

0.00%

10.00%

20.00%

30.00%

40.00%

50.00%

60.00%

70.00%

80.00%

90.00%

100.00%

FY08 FY09 FY10 FY11 FY12 Q1 FY13

South North West East

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Average Gold loan Outstanding per branch

#2

30.8

33.5

45.757.5

66.4

61.1

15

25

35

45

55

65

75

(Rs. In Millions)

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Presence of more than 3,780 branches covering 20 states/national capital territory of Delhi / 4 Union Territories as on June

30, 2012

Strong ability to assess potential markets by carefully analyzing demographic, competitive & regulatory aspects

Strong position in southern India /First organised Gold loan provider in Northen & Western region

Plans to enhance presence in other regions in India, particularly in North by leveraging expertise and strong presence in

Southern India

Branch Presence across the Country

#3 Pan-India Reach and Branch Network

796 1119

1814

2381 2435 266

488

645 657

166

324

473 500

54

107

179 188

0

500

1000

1500

2000

2500

3000

3500

4000

FY09 FY10 FY11 FY12 Q1 FY13

South North West East

80.8% 69.7% 66.4% 64.7% 64.4%

10.2%

16.6% 17.9% 17.5% 17.4%

7.2% 10.3% 11.9% 12.9% 13.2%

1.8% 3.4% 3.9% 4.9% 5.0%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

FY09 FY10 FY11 FY12 Q1 FY13

South North West East

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Small ticket size loans lowers risk/impact of bad loans

Small ticket size – an

insurance against

bad loans

#4 Strong Brand with an Unique Business Model

Gold as collaterals with a LTV upto 60% gives robust security to amount lent

Sentimental value for personal jewellery ensures high recoverability

Targeting unbanked population, providing finance in need, providing liquidity to an illiquid

asset, financing at rates much lower than the only other means of finance i.e. money lenders

are some of the reasons for sustaining high yields

Higher lending rates

and margins yet fully

secured

Company synonymous with Gold loan business with Group’s long and successful track record

under Muthoot family name

Distinctive logo and branding initiatives have ensured a niche for Company and differentiation

from competitors

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Rigorous and regular employee training – on employment and thereafter

Ensures standard operating procedures being followed across branches

Strengthens gold assessment skills without spoiling/harming the asset

Standardised

Training Module

Speed of transactions, customer convenience and service have been strongly prescribed and

diligently ensured – key strength lies in fast and efficient gold appraisal capability and loan

disbursement at branch level

Entire process of sanction, documentation and disbursement takes only a few minutes

Quality of service is key determinant in attracting the retail borrowers

Service oriented

approach

Each branch services customers from local area

Ensures familiarity and provides personal service Local area concept

KYC norms are strictly followed as each customer is photographed and his details are captured

Each branch equipped with locker/storage system; gold is sealed with limited access on payback or

on audit

Strong internal audit team of more than 950 people who conducts regular and surprise checks -

helps maintain discipline in operations

Strong Risk

Management

Practice

#5 Robust Operating System

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Customer is explained

the various schemes and

selects one

1

Provides ID proof /

branch web cam used for

ID proof

2

Appraiser conducts

specific weight and

quality tests of the gold

3

Details entered into the

computer and Pledge

form is printed

4

Ornaments and Pledge

form handed over to the

manager

5 Manager does the

verification and sanctions

the loan at prescribed

advance rate

6

Pledge form handed over

to cashier for payment

7

Ornaments and Appraisal

certificate placed in

plastic cover

8

Manager affixes tamper

proof sticker and

ornaments put in strong

room

9

Customer repays the

loan and discharges the

Pledge form

10 Ornaments retrieved

from strong room and

handed over to the

customer

11

Source: Company

Process is supplemented with strong controls – a 974 member strong internal Audit team conducts monthly,

fortnightly or weekly audits of all branches to ensure strong control on systems and processes

Robust Operating System Standardised Process Across Branches

#5

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Appraiser weighs the ornaments using calibrated weighing machines

Weighing Conducts prescribed primary tests for quality of gold

Preliminary Tests Conducts additional tests for quality of gold

Additional Tests Rate per gram fixed by the corporate office is used to decide loan amount

Standard Valuation

Classification Primary Tests Additional Tests

Solid Items (without stones) Stone test

Acid test

Salt test

Sound test

Weight test

Pointed scratching test

Flexibility test

Color test

Smell test

Usability test

Magnifying glass test

Finishing test

Source: Company

Robust Operating System Comprehensive and Standardised Valuation Process – Ensures Quality of Gold

#5

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Multiple sources of funding ensures free flow of raw material and manage cost pressures

Business model always ensures a positive ALM

Loan maturity of less than a year

Borrowing tenure greater than a year

Funding Sources – Outstanding as on June 30, 2012

#6 Sound Financial Standing

In ` Millions

Total ` 214,965 mn

88,227.7

71,177.2

17,816.0 16,285.0 15,123.5

5,875.1 460.1

-

10,000.0

20,000.0

30,000.0

40,000.0

50,000.0

60,000.0

70,000.0

80,000.0

90,000.0

1,00,000.0

Bank Borrowings Secured Non-ConvertibleDebentures

(Muthoot GoldBonds)

Sell down ofreceivables under

Bilateral Assignment

Subordinated Debt Secured Non-Convertible

Debentures -Listed

Commercial Paper Other Loans

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Brief Profile Board of Directors

Graduate in engineering from Manipal University and businessman by profession.

National Executive Committee Member of FICCI and current chairman of FICCI-Kerala State Council

Conferred the Mahatma Gandhi National Award for social service for year 2001 by the Mahatma Gandhi National Foundation

Active member of various social organisations including Delhi Malayalee Association, Kerala Club, Rotary Club, National Sports

Club – chosen for several awards by Rotary International and Y’s Mens International for community development and social

service

Has been member of the Managing Committee of Malankara Orthodox Syrian Church for over 31 years

Was conferred the HH Baselios Mathew I Award by Catholicate of the Syrian Orthodox Church Mathews the First Foundation for

the year 2008 for his services to the Church.

He is also the recipient of the ASIAN BUSINESS MAN OF THE YEAR 2011 from UK-KERALA BUSINESS FORUM

He was also conferred with Business leadership for the year 2012 at Golden peacock Awards, Bengaluru

Mr. M.G. George Muthoot

(Chairman)

Businessman by profession

Over 30 years of experience in managing businesses operating in financial services

Mr. George Thomas

Muthoot (Director)

Has a degree in civil engineering from Manipal University and businessman by profession

Member of the Trivandrum Management Association, the Confederation of Real Estate Developers Association of India

(Trivandrum) and the Trivandrum Agenda Task Force

Member of the Rotary Club, Trivandrum (South), governing body member of the charitable and educational society of Trivandrum

Orthodox Diocese, Uloor Trivandrum, Finance Committee member, Mar Diocese college of Pharmacy, Althara Trivandrum and

Mar Gregorious Orthodox Christian Mercy Fellowship, Trivandrum.

He has over 30 years of experience in managing businesses operating in the field of financial services.

Mr. George Jacob

Muthoot (Director)

Chartered Accountant who qualified with first rank in Kerala and ranked 20th overall in India in 1978

Has a bachelor degree in Commerce from Kerala University where he was a rank holder and gold medallist

Awarded the Times of India group Business Excellence Award in customised Financial Services in Mar 2009

Served as Chairman of Kerala Non-banking Finance Companies Welfare Association from 2004 – 2007 and is currently its Vice

Chairman

Founder member of the Indus Entrepreneurs International, Kochi Chapter and is now a member of the Core Committee of the

Indus Entrepreneurs International Kochi Chapter

Mr. George Alexander

Muthoot

(Managing Director)

#7 Experienced Team and Respected Management

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#7 Experienced Team and Respected Management

Brief Profile Board of Directors

Graduate in mechanical engineering from Kerala University and holds a masters degree in business administration from Cochin

University of Science and Technology

Trustee of the IMA Blood Bank, Kochi and member of the governing council of DC School of Management and Technology

Served as the vice-president of Kerala Management Association in 2006 – 2007 and has been on the managing committee of the

Indo American Chamber of Commerce for from 1992 – 1999

Member of the CII Kerala

Mr. P. George Varghese

(Independent Director)

Graduate in engineering from Regional Engineering College, Kozhikode and businessman by profession

Director of Popular Automobiles Limited, Popular Vehicles & Services Limited, the first Maruti dealer in Kerala and of Popular

Mega Motors (India) Limited, dealer for TATA Commercial Vehicles

Trustee of the Kuttukaran Institute for HRD, a leading institution offering professional courses

President of Kerala Chamber of Commerce and Industry from 2005 – 06

President of Kerala Hockey Association from 2005 onwards and Ernakulam District Hockey Association from 2004 onwards

Mr. John K Paul

(Independent Director)

First rank holder commerce graduate from Kerala University

Certified associate of the Indian Institute of Banking and Finance

Former CMD of Syndicate Bank

Employed with Canara Bank for over 36 years prior to Syndicate Bank

Mr. George Joseph

(Independent Director)

Graduate in law from the Government Law College, Ernakulam and is a retired judge of the High Court of Kerala

Served as Chairman of the Cochin Stock Exchange; was a SEBI nominee director of Cochin Stock Exchange from 2002 – 2007

Is currently the President of the Peoples Council for Social Justice, Kerala

Mr. K John Matthew

(Independent Director)

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Income Yield on Average Advances and NIM

PAT and PAT Margin Gross NPA / Gross Retail AUM

Key Financials and Operating Ratios

19.5%

21.7% 19.9% 19.7%

22.3%

9.7% 10.6% 11.2% 10.8% 10.6%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

FY 08 FY 09 FY 10 FY 11 Dec - '11

Yield on Advances Net Interest Margin

FY08 FY09 FY10 FY11 FY12

0.42% 0.48% 0.46%

0.29%

0.56%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

FY 08 FY 09 FY 10 FY 11 Dec - '11 FY08 FY09 FY10 FY11 FY12

3,686.38 6,204.02

10,893.80

23,158.67

45,490.56

0.00

10,000.00

20,000.00

30,000.00

40,000.00

50,000.00

Jan-08 Jan-09 Jan-10 Jan-11 Jan-12

Operating Income Other Income

FY08 FY09 FY10 FY11 FY12

631 979

2285

4941

8920

17.1%

15.8%

20.9%

21.3% 19.6%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

0

1500

3000

4500

6000

7500

9000

10500

FY08 FY09 FY10 FY11 FY12

PAT PAT Margin

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25

Networth (` Million)

Return on Average Equity PAT to Average Retail Loans

Key Financials and Operating Ratios

33.0% 33.0%

47.9% 51.5%

41.9%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

FY 08 FY 09 FY 10 FY 11 Dec - '11 FY08 FY09 FY10 FY11 FY12

3.4% 3.5%

4.2% 4.2% 4.4%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

FY 08 FY 09 FY 10 FY 11 Dec - '11

50 490 3,010 3,202 3,717 2,174 3,212 2,835

10,142

25,540

2,224 3,702 5,845

13,344

29,257

-

5,000

10,000

15,000

20,000

25,000

30,000

35,000

FY08 FY09 FY10 FY11 FY12

Share Capital Reserves Net Worth

FY08 FY09 FY10 FY11 FY12

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26

Issue Structure: Specific Terms of NCDs

Options I II III IV V

Frequency of Interest

Payment Annual Annual Monthly Annual On Maturity

Minimum Application ` 10,000. (10 NCDs) (for all options of NCDs, namely Options I, Option II, Option III, Option IV and Option V either taken individually or collectively)

In Multiples of ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000

Face Value of NCDs

(Rs. / NCD) ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000

Issue Price (Rs. / NCD) ` 1,000 ` 1,000 ` 1,000 ` 1,000 ` 1,000

Mode of Interest

Payment

Through various

options available

Through various

options available

Through various

options available

Through various

options available

Through various

options available

Coupon Rate (%) for

NCD Holders across

Categories

11.50% 11.75% 11.75% 12.00% NA

Effective Yield (per

annum) for NCD Holders

in Category I, Category II

and Category III

11.50% 11.75% 12.40% 12.00% 12.25%

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27

Issue Structure: Specific Terms of NCDs

Options I II III IV V

Tenor 24 months from the

Deemed date of allotment

36 months from the

Deemed date of allotment

60 months from the

Deemed date of

allotment

60 months from the

Deemed date of

allotment

72 months from the

Deemed date of

allotment

Put Option Not Available

Call Option Not Available

Redemption date 24 months from the

Deemed date of allotment

36 months from the

Deemed date of allotment

60 months from the

Deemed date of

allotment

60 months from the

Deemed date of

allotment

72 months from the

Deemed date of

allotment

Redemption

amount (per

NCD)

Repayment of the face value plus any interest that may

have accrued at the redemption date.

Repayment of the face value plus any interest that may

have accrued at the redemption date.

Repayment of the face value plus any interest that may

have accrued at the redemption date.

Repayment of the face value plus any interest that may

have accrued at the redemption date.

` 2,000

Nature of

Indebtedness Pari-passu with other secured creditors and priority over unsecured creditors

Credit Rating

[ICRA] AA-/ Stable by ICRA and CRISIL AA-/Stable by CRISIL The rating of the NCDs by CRISIL and ICRA indicate a high degree of safety with regard to timely servicing of financial

obligations on the NCDs and such instruments carry a very low credit risk.

Deemed Date of

Allotment

The Deemed Date of Allotment shall be the date as decided by the Board or the NCD Public Issue Committee, and as

mentioned on the Allotment Advice

Security First pari-passu charge on the identified immovable property and a first pari-passu charge on current assets, book debts, loans and advances, and receivables including gold loan receivables, both present and future of the Company

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28

Issue Structure – Common Terms of NCDs

Exchanges proposed for

listing of the NCDs

BSE Ltd & National Stock Exchange of India Ltd

BSE Ltd is the Designated Stock Exchange

Issuance, Trading & TDS

Issuance of NCDs under Option V will be compulsorily in dematerialized form,

No Tax will be deducted at source from the interest on listed NCD’s in the dematerialized form.

For other Options, the investor has the option to apply for NCDs in physical form also, in which case

TDS at applicable rates will be deducted if interest amount exceeds ` 5,000

Trading Lot 1 (one) NCD

Depositories NSDL and CDSL

Issue Schedule

The Issue shall be open from September 17, 2012 to October 5, 2012 with an option to close

earlier and/or extend upto a period as may be determined by the NCD Public Issue Committee,

subject to necessary approvals.

Pay-in date 3 (Three) days from the date of upload of the Application on the electronic platform of the Stock

Exchanges or the date of realisation of the cheques/demand drafts, whichever is later

Basis of Allotment Allotment shall be on first come first serve basis

Day count basis Actual/Actual

Interest on Application

Money & Refund

Interest on Application Money– 11.50%

Interest on Refund 6%

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