Birla Corporation. CMP: INR396 TP: INR500 (+26%) Buy BCORP to acquire Reliance Cement at US$135/t

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1 BSE SENSEX S&P CNX 24,617 7,489 6 February 2016 Update Sector: Cement Birla Corporation CMP: INR396 TP: INR500 (+26%) Buy BCORP to acquire Reliance Cement at US$135/t Growth headroom and market consolidation at the cost of B/S comfort Bloomberg BCORP IN Equity Shares (m) 77.0 M.Cap. (INR b)/(usd b) 30.9/ Week Range (INR) 544 /376 1, 6, 12 Rel. Per (%) -10/0/-4 Avg Val (INR m) 13 Free float (%) 37.1 Financials & Valuation (INR b) Y/E MAR 2016E 2017E 2018E Sales EBITDA NP Adj. EPS (INR) EPS Gr. (%) BV/Sh. (INR) RoE (%) RoCE (%) Payout (%) Valuations P/E (x) EV/EBITDA (x) EV/Ton (x) Post regulatory hurdle in Lafarge deal, BCORP entered into SPA for 5.5mt of Reliance Cement at US$135/ton. Valuations at par zone with recent M&As. Acquisition to aid new growth avenues to BCORP and consolidate its position in central India with 16% capacity mix (3 rd largest). Top 5 in central India now holds ~77% capacity. However, BCORP s B/S strength to hurt significantly along with likely dilution in EPS and return ratios (ex-synergies). We await clarity on synergies, albeit proximity of plants offer limited scope of logistics synergies. We are yet to factor in the deal dynamics into our estimates till clarity emerges on regulatory and financial aspects. Keep rating and estimates unaltered. Underlying assets: BCORP entered into SPA with R-Infra to buy integrated cement capacity of 5.5mt (clinker 3.6mt) which comprising (1) 3mt integrated unit in Madhya Pradesh (Maihar), (2) 2mt grinding unit in UP (Kundanganj), (3) 0.5mt grinding unit in Maharashtra (Butibari). In addition to above assets, it includes (1) planned 5mt cement plant in Maharashtra, (2) marketing arrangements for 0.3mt in W Bengal, (3) coal mine of 5.7mt capacity and optimum manpower, efficient operating parameters and technical capabilities. Given the transaction would be in the form of share sale (not asset sale), no MMDR hurdle is expected. Deal value at par with recent trends: Deal value of INR48b implies US$135/ton (Gross block ~INR30b). Reliance Cement Company Private Limited (RCCPL) has INR b debt, rest BCORP has to raise separately. B/S to hurt meaningfully: BCORP s net cash of INR4.6b would rise to net debt of ~INR45b (net DER of 1.8x, net debt/ebitda of 6.5x). Smooth financial closer would be crucial. At 80% utilization, it needs INR1450-INR1500/ton EBITDA for PBT break-even. EPS and ROCE dilutive in near-term: Assuming utilizations of 70% and EBITDA of INR900/ton in FY17 (INR800/ton in 3QFY16 including VAT incentives), it would add EBITDA of INR3.5b and PBT of negative INR3b. Effectively, post deal, FY17E RoCE would likely to dilute to ~5.8% (vs 7.5% pre deal). Consolidate BCORP s strategic position in central region: Post deal, BCORP s 9.3mt capacity would reach 14.8mt. Its central India exposure would rise from 3.3mt (clinker 3.2mt) to 8.8mt (clinker 6.8mt) implying ~16% market share, 3rd largest post JPA and UTCEM. It would help BCORP by (a) raising dispatch mix from 40% to 55-60% in central India, and (b) offering much needed growth avenues (Lafarge deal got stuck in regulatory hurdles). However, we expect limited logistics synergies due to close proximity of BCORP and RCCPL plants. The deal would drive further consolidation with capacity market share of top 5 companies in central region growing from 72% to 77%. Sandipan Pal (Sandipan.Pal@MotilalOswal.com); Aashumi Mehta (aashumi.mehta@motilaloswal.com); Investors are advised to refer through important disclosures made at the last page of the Research Report. Motilal Oswal research is available on Bloomberg, Thomson Reuters, Factset and S&P Capital.

2 Exhibit 1: Proximity of BCORP and RCCPL assets may offer limited logistics synergies Red-Birla assets Blue-Reliance assets We calculate at 70% utilization and INR900/t EBITDA, deal will be dilutive to earnings and RoCE Exhibit 2: Impact of acquisition of Lafarge East plant on BCORP (Provisional P&L) INR m FY17E FY18E Capacity Utilization (%) Volumes EBITDA 3,521 5,559 EBITDA (INR/ton) at 10% discount to Lafarge 915 1,189 Depreciation 1,700 1,700 Interest 4,800 4,911 Interest cost (%) Other income PBT -2,979-1,052 BCORP's PBT pre-deal 2,295 4,528 BCORP's PBT post-deal ,476 RoCE (pre deal) RoCE (post deal) Source: Company, MOSL 6 February

3 Exhibit 3: Cement M&As in the past five years Year Capacity EV/Ton Acquirer Acquiree Region (FY) (MT) (USD) Vicat Bharathi Cement AP 215 KKR Dalmia Cement South & East 80 JP Group Andhra Cement South 68 Dalmia Bharat Calcom Cement East 115 Dalmia Bharat Adhunik Cement East 130 Barings Asia PE Lafarge India East 157 CRH Shri Jayajothi South 97 UltraTech JP's Gujarat Plant West 124 Chettinad Cement Anjani Cement South 46 Dalmia Bharat JPA Bokaro (G) East 90 Shree Cement JPA Panipat (G) North 40 Sagar Cement BMM Cement South 90 UltraTech JP's MP Plant Central 140 Dalmia Bharat OCL stake East 93 Birla Corp Reliance Cement Central 135 Source: Company, MOSL Exhibit 4: Capacity Market share of top 5 players in Central India The deal would drive further consolidation with capacity market share of top 5 companies in central region growing from 72% to 77% Grasim Holcim Jaypee Prism Reliance 10% 16% 11% 10% 29% 29% 11% 11% 11% 10% Current Post MnA Reliance + Birla Corp Source: MOSL, Company 6 February

4 Financials and valuations Income Statement (INR Million) Y/E March E 2017E 2018E Net Sales 21,238 22,469 25,638 29,705 31,523 32,152 35,497 41,092 Change (%) Total Expenditure 17,059 19,345 22,101 27,599 29,083 29,895 32,105 35,547 EBITDA 4,179 3,124 3,536 2,107 2,440 2,256 3,391 5,545 Change (%) Margin (%) Depreciation ,044 1,326 1,535 1,485 1,612 1,750 EBIT 3,530 2,324 2, ,780 3,795 Int. and Finance Charges Other Income - Rec. 1,372 1,662 1,663 1,598 2,007 1,331 1,346 1,546 PBT 4,376 3,461 3,507 1,523 2,129 1,307 2,295 4,528 Change (%) Tax 1,177 1, ,223 Tax Rate (%) PAT 3,199 2,392 2,698 1,298 1,754 1,046 1,722 3,305 PAT Adj for EO Items 3,199 2,392 2,698 1,298 1,754 1,046 1,722 3,305 Change (%) Margin (%) Balance Sheet (INR Million) Y/E March E 2017E 2018E Equity Share Capital Reserves 19,809 21,664 23,731 24,491 25,471 25,622 26,449 28,859 Net Worth 20,579 22,434 24,501 25,261 26,241 26,392 27,219 29,630 Loans 10,158 11,243 12,261 11,302 12,426 13,018 12,518 12,518 Deferred Liabilities ,117 2,342 2,429 2,429 2,429 2,429 Capital Employed 31,862 35,210 38,878 38,905 41,097 41,839 42,166 44,577 Gross Block ,803 29,866 31,288 33,288 36,788 39,288 Less: Accum. Deprn ,475 10,801 12,335 13,820 15,432 17,182 Net Fixed Assets 9,754 13,482 17,328 18,614 18,953 19,467 21,356 22,106 Capital WIP ,286 1,000 1,500 2,500 2,500 2,500 Investments ,707 13,340 13,179 13,179 13,179 13,179 Curr. Assets 10,559 11,526 12,934 15,266 16,281 16,012 16,109 20,320 Inventory ,701 5,151 5,521 5,466 6,034 6,986 Account Receivables ,027 Cash and Bank Balance ,786 5,011 4,668 4,565 3,642 6,146 Others ,696 4,357 5,211 5,178 5,546 6,161 Curr. Liability & Prov. 5,032 5,386 6,377 9,315 8,816 9,320 10,977 13,528 Account Payables 4,507 4,744 5,427 8,357 7,767 8,359 9,939 12,328 Provisions , ,038 1,200 Net Current Assets 5,527 6,140 6,557 5,951 7,465 6,693 5,132 6,792 Appl. of Funds 31,862 35,210 38,878 38,905 41,097 41,839 42,166 44,577 E: MOSL Estimates 0 6 February

5 Financials and valuations Ratios Y/E March E 2017E 2018E Basic (INR) EPS Cash EPS BV/Share DPS Payout (%) Valuation (x) P/E Cash P/E P/BV EV/Sales EV/EBITDA EV/Ton - Cap (USD) Dividend Yield (%) Return Ratios (%) RoE RoCE Working Capital Ratios Inventory (Days) Debtor (Days) Wkg. Capital Turnover (Days) Leverage Ratio Current ratio Debt/Equity (x) Cash Flow Statement (INR Million) Y/E March E 2017E 2018E Op.Profit/(Loss) before Tax 4,456 3,124 3,536 2,107 2,440 2,256 3,391 5,545 Interest/Dividends Recd ,662 1,663 1,598 2,007 1,331 1,346 1,546 Direct Taxes Paid -1,089-1, ,223 (Inc)/Dec in WC ,016 3,507-2, CF from Operations 3,398 3,779 2,375 6,986 1,851 3,996 4,801 6,713 CF from Oper. incl EO Items 3,398 3,779 2,375 6,986 1,851 3,996 4,801 6,713 (inc)/dec in FA -4,927-4,778-2,036-1,777-1,922-3,000-3,500-2,500 Free Cash Flow -1, , ,301 4,213 (Pur)/Sale of Investments ,244-2, CF from Investments -5,079-3,534-4,296-2,410-1,761-3,000-3,500-2,500 Issue of Shares (Inc)/Dec in Debt 3,104 1,085 1, , Interest Paid Dividend Paid CF from Fin. Activity 1, , ,098-2,225-1,709 Inc/Dec of Cash ,184 2, ,504 Add: Beginning Balance 3,393 3,711 4,386 2,786 5,011 4,668 4,565 3,642 Closing Balance 3,711 4,385 2,786 5,011 4,667 4,565 3,642 6,146 E: MOSL Estimates 6 February

6 Corporate profile: Birla Corporation Company description Birla Corporation (BCORP), established in 1919, is part of the MP Birla group. It manufactures cement, jute products, synthetic viscose and cotton yarn. Cement constitutes about 85% of its revenue. It has cement plants in Rajasthan, Madhya Pradesh, Uttar Pradesh and West Bengal. Exhibit 3: Sensex rebased Exhibit 4: Shareholding pattern (%) Sep-15 Jun-15 Sep-14 Promoter DII FII Others Note: FII Includes depository receipts Exhibit 5: Top holders Holder Name % Holding LIC of India 5.1 ICICI Prudential Value Discovery Fund 3.8 HDFC Trustee Company Ltd - HDFC Prudence 2.9 Merlin Securities Pvt Ltd 2.8 Brijmohan Sagarmal Capital Services Pvt 1.7 Exhibit 6: Top management Name Designation Exhibit 7: Directors Name Name Harsh V Lodha Chairman Harsh V Lodha Deepak Nayyar* B R Nahar Managing Director B R Nahar Vikram Swarup* D N Ghosh* Shailaja Chandra* B B Tandon* Pracheta Majumdar Anand Bordia* *Independent Exhibit 8: Auditors Name H P Khandelwal & Co Somnath Mukherjee Type Statutory Cost Auditor Exhibit 9: MOSL forecast v/s consensus EPS (INR) MOSL forecast Consensus forecast Variation (%) FY FY FY February

7 N O T E S 6 February

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