PNB HOUSING FINANCE LIMITED OFFER FOR SALE 28 - NOVEMBER

PNB HOUSING FINANCE LIMITED OFFER FOR SALE 28 - NOVEMBER - 2017 OFFER BACKGROUND The Punjab National Bank (The "Seller") is the promoter of PNB Housing Finance Ltd ("the Company") has submitted to BSE a Notice of Offer to sell up to 99,94,000 Equity Shares ("Offer Shares") on November 28, 2017 (for non-retail Investors only) and on November 29, 2017 (for Retail Investors and for non-retail Investors who choose to carry forward their bids) through a separate, designated window of the BSE Limited (the "BSE") and the National Stock Exchange of India Limited ("NSE", and together with the BSE, the "Stock Exchanges") representing six per cent of the total paid up equity share capital of the PNB Housing Finance Ltd ("the Company"). The Offer shall be undertaken exclusively through the Seller's Brokers named below on a separate window provided by the Stock Exchanges for this purpose. Dates and time of the opening and closing of the Offer : The Offer shall take place over two trading days, as provided below: - For non-retail Investors: November 28, 2017 ("T day") Only non-retail Investors shall be allowed to place their bids on T day, i.e. November 28, 2017. The Offer shall take place during trading hours on a separate window of the Stock Exchanges on T day i.e. November 28, 2017 commencing at 9:15 a.m. and shall close on the same date at 3:30 p.m. Indian Standard Time. Those non-retail Investors, who have placed their bids on T day and have chosen to carry forward their bids to T+1 day, shall be allowed to revise their bids on T+1 day as per the OFS Circulars. - For Retail Investors and un-allotted non-retail Investors who choose to carry forward their bids: November 29, 2017 ("T+1 day") The Offer shall continue during trading hours on a separate window of the Stock Exchanges on T+1 day i.e. November 29, 2017 commencing at 9:15 a.m. and shall close on the same date at 3:30 p.m. Indian Standard Time. Only Retail Investors (defined below) shall be allowed to place their bids on T+1 day, i.e. November 29, 2017. Further, those non-retail Investors who have placed their bids on T day and have chosen to carry forward their bids to T+1 day, shall be allowed to revise their bids on T+1 day as per the OFS Circulars. (T day and T+1 day, collectively referred to as "Offer Dates") Stock Data Latest Data as on November 27, 2017 Latest Equity(Subscribed) 166.59 Latest Reserve 5411.67 Latest EPS -Unit Curr. 40.99 Latest Bookvalue -Unit Curr. 334.86 Face Value 10 Stock Exchange BSE Latest Market Price--Unit Curr. 1385.00 Latest P/E Ratio 33.79 Latest P/BV 4.14 52 Week High -Unit Curr. 1715.30 52 Week High-Date 30/8/2017 52 Week Low -Unit Curr. 799.75 52 Week Low-Date 16/1/2017 Market Capitalisation 23072.23 Dividend Yield -% 0.43 PE Chart THE SYNOPSIS OF THE OFFER FOR SALE IS AS FOLLOWS: Name of the Seller (Promoter/Promoter Group) Punjab National Bank Name of the company whose shares are proposed to be sold and ISIN Name of the stock exchanges where orders shall be placed Name of the designated stock exchange Name of the designated stock exchange Date and time of opening and closing of the sale Total number of equity shares being offered in the Sale Maximum number of equity shares that the Seller may choose to sell over and above the offer made in the Sale. Name of the broker(s) on behalf of the J.P. Morgan Private Limited Seller. PNB Housing Finance Ltd NSE and BSE Limited National Stock Exchange of India Limited BSE Date: Nov 28, 2017 for Non-Retail; Open: 9.15 am; Close: 3.30 pm Date : Nov 29, 2017 for retail; Open : 9:15am;Close : 3.30pm Offer to sell up to 99,94,000 Equity Shares ("Offer Shares") Nil Floor Price Rs. 1325 Allocation Methodology The allocation shall be at or above the Floor Price on price priority method at multiple clearing prices ("Clearing Prices") basis in accordance with the SEBI OFS Circulars. AVERAGES VOLUME (BSE) Total Volume Avg Volume Weekly 27560 5512 Fornightly 95495 9550 Monthly 235440 11211 Quarterly 1153446 18023 Half Yearly 3950340 31352 Yearly 11469101 45876 AVERAGES VOLUME (NSE) Total Volume Avg Volume Weekly 312508 62502 Fornightly 896116 89612 Monthly 1998332 95159 Quarterly 9405365 146959 Half Yearly 25102844 199229 Yearly 62961620 251846 1

Key Findings PNB Housing Finance is promoted by Punjab National Bank and is a registered Housing Finance Company with National Housing Bank (NHB). The company offers its retail customers housing and non-housing loans. The company is also into construction finance loans to real estate developers for residential housing. PNB Housing Finance is a deposit taking Housing Finance Company. The company has continued to post strong growth in net profit to at 51% to Rs 208 crore from Rs 138 crore with 69% jump in Net Interest Income to Rs 386 crore in Q2FY2018. The company has improved the spread on average loan assets to 2.42% and Net Interest Margin on the average interest earning assets to 3.15% in Q3FY2018. The company has continued to guide at spreads of 2.1-2.25%. The loan book of the company continued to expand at strong pace of 51% to Rs 48749 crore end September 2017 over September 2016 with 45% jump in loan disbursements to Rs 7385 crore in Q2FY2018. Housing Loans consists 70.6% and Non Housing is 29.4% of loan book end September 2017. Within in housing loan book, the individual loan accounted for 58.8% and construction finance for 11.8% of overall loan book. Within non-housing loan book, the LAP book accounted for 16% and LRD and others for 13.4% of overall loan book end September 2017. The company expects home loans industry growth of 16-17% in FY18, with housing finance companies growing 18-19% and bank 15-16%. The company has maintained the loan growth guidance of 1.5 times industry growth. The company expects to raise the share of affordable housing segment in the home loan portfolio with rising presence in Tier II cities. As per the company, about 21 states out of 29 states have started RERA registration, but the projects registration is slow causing impact on disbursements. However, the company expects growth to pick up as the situation normalizes over next few quarters. The company expects the loan ticket size to decline to Rs 26-27 lakh in next couple of years. The bank has exhibited sharp decline in cost of borrowings 7.77% in Q2FY2018 from 8.71% in Q2FY2017. The deposit book of the company increased 33% to Rs 10405 crore, accounting for 23.1% of overall borrowings of the company end September 2017. The company has network of 73 branches with presence in 41 unique cities and 21 Hubs. This includes 7 new branches made operational during Q2FY2018. The Company also services the customers through 29 outreach locations. The company proposes to open 23 new branches and 4 hubs in Fy2018. The company has improved GNPA ratio to 0.34% and NNPA ratio to 0.26% end September 2017. The five large retail NPA account that turned NPA in Q1, of which 4 have been rolled back to standard category in Q2FY2018. The balance one account can be rolled back in next two-three quarters. The company would focus on growth with network expansion, reduction in expense ratio and strong asset quality. The capital adequacy ratio of the company stood at 18.38% with Tier 1 ratio at 13.99% end September 2017. Conclusion The company has posted healthy 45% growth in the disbursement in Q2FY2018. Meanwhile, the margins of the company were strong, while the company has also exhibited an improvement in asset quality in Q2FY2018. Its portfolio continues to be one of the best in the industry, with NPAs at the minimum. The management of the company believes that the government led actions with the mission of Housing for All by 2022 and Pradhan Mantri Awas Yojna (PMAY) along with Real Estate Regulatory Authority (RERA) Bill have inducted substantial positivity in the sector especially from a long term perspective. We expect the stock to see a price target of Rs.1597 in 4 month time frame on a expected P/Bv of 4.25 x and FY18 (E) BVPS of 376.76. 2

SHAREHOLDING PATTERN (%) Description as on 30/09/2017 30/06/2017 31/03/2017 31/12/2016 Total Foreign 51.64 52.05 53.02 15.94 Total Institutions 4.72 4.47 4.11 4.04 Total Non Promoter Corporate Holding 1.15 1.4 1.27 38.48 Total Promoters 38.86 38.86 39.08 39.08 Total Public & Others 3.63 3.22 2.52 2.47 Shareholding of securities of persons belonging to the category Public and holding more than 1% of the total number of shares Description as on 30/09/2017 30/06/2017 31/03/2017 31/12/2016 Destimoney Enterprises Limited 37.55 General Atlantic Singapore Fund Fii Pte Ltd 6.86 6.86 6.9 6.9 Government Of Singapore 1.08 Motilal Oswal Most Focused Multicap 35 Fund 1.96 1.79 1.45 1.01 Quality Investment Holdings 37.33 37.33 37.55 BSE DATA Date High -Unit Curr Low -Unit Curr Weekly 1400.00 1370.10 Monthly 1400.00 1307.20 3 Month 1715.30 1307.20 6 Month 1715.30 1279.20 1 Year 1715.30 799.75 DELIVERABLE VOLUME (BSE) Date Total Volume Deliverable Volume Deliverable Volume(%) 27/11/2017 9350 4512 48.26 24/11/2017 3314 1042 31.44 23/11/2017 5686 2179 38.32 22/11/2017 4639 1230 26.51 21/11/2017 4571 1640 35.88 20/11/2017 5329 2138 40.12 17/11/2017 16461 8375 50.88 16/11/2017 11736 3676 31.32 15/11/2017 14057 3894 27.7 14/11/2017 20352 4851 23.84 13/11/2017 7021 2573 36.65 10/11/2017 9663 3880 40.15 9/11/2017 12113 3393 28.01 8/11/2017 9650 4428 45.89 7/11/2017 13222 3626 27.42 6/11/2017 11400 4237 37.17 3/11/2017 29415 11837 40.24 2/11/2017 11633 3389 29.13 1/11/2017 16182 4817 29.77 31/10/2017 9086 3593 39.54 30/10/2017 10560 3019 28.59 27/10/2017 7762 2160 27.83 3

DELIVERABLE VOLUME (NSE) Date Total Volume Deliverable Volume Deliverable Volume(%) 27/11/2017 69426 45842 66 24/11/2017 61728 47670 77.2 23/11/2017 50197 30758 61.2 22/11/2017 52367 28628 54.6 21/11/2017 78790 57313 72.7 20/11/2017 96072 75655 78.7 17/11/2017 126928 76961 60.6 16/11/2017 155754 96625 62 15/11/2017 84528 54188 64.1 14/11/2017 120326 52092 43.2 13/11/2017 43135 27623 64 10/11/2017 102453 71910 70.1 9/11/2017 81181 44173 54.4 7/11/2017 127445 63128 49.5 6/11/2017 83132 50960 61.3 3/11/2017 164093 69070 42 2/11/2017 75462 35766 47.4 1/11/2017 189453 79734 42 31/10/2017 73444 43088 58.6 30/10/2017 74145 38987 52.5 27/10/2017 65006 35866 55.1 Allocation methodology Oversubscription option Conditions for withdrawal of the Sale Conditions for cancellation of the Sale Conditions for participating in the Sale A minimum of 25% of the equity shares being offered in the Sale shall be reserved for allocation to mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended ("Mutual Funds") and insurance companies registered with the insurance Regulatory and Development Authority under the Insurance Regulatory and Development Authority Act, 1999, as amended ("Insurance Companies"), subject to receipt of valid bids/orders at the Clearing Prices. In the event of any under subscription by Mutual Funds and Insurance Companies, the unsubscribed portion shall be available to the other bidders. No single bidder other than Mutual Funds and Insurance Companies shall be allocated more than 25% of the size of the Sale. In case the Oversubscription Option is not exercised, the equity shares of the Company forming part of the Base Offer Size will hereinafter be referred to as "Offer Shares") through a separate, designated window of the BSE Limited (the "BSE ) and the National Stock Exchange of India Limited ( NSE, and together with the BSE, the Stock Exchanges ).The Offer shall be undertaken exclusively through the Seller's Brokers named below on a separate window provided by the Stock Exchanges for this purpose. The Seller reserves the right to not to proceed with the Sale at any time prior to the time of opening of the Sale on the Sale Date. In such a case, there shall be a cooling off period of 10 trading days from the date of withdrawal before an offer is made again. The Stock Exchanges shall suitably disseminate details of such withdrawal. In the event (i) the aggregate number of orders received in the Sale at or above the Floor Price is less than the total number of Sale Shares or (ii) of any default in settlement obligations, the Seller reserves the right to either conclude the Sale to the extent of valid bids / orders or cancel the Sale in full. The decision to either accept or reject the Sale shall be at the sole discretion of the Seller. Non-institutional buyers shall deposit 100% of the order value in cash up-front with the Clearing Corporation at the time of placing bids for the Sale. In case of institutional investors who place orders with 100% of the order value deposited upfront, custodian confirmation shall be within trading hours. In case of institutional investors who place orders without depositing 100% of the order value upfront, custodian confirmation shall be as per the existing rules for secondary market transactions. The funds collected shall neither be utilized against any other obligation of the trading member nor co-mingled with other segments. Modification or cancellation of orders would be allowed during the duration of the offer only for: (i)orders placed by institutional investors and by non-institutional investors, with 100% of the order value deposited upfront: Such orders can be modified or canceled at any time during the trading hours. (ii) Orders placed by institutional investors without depositing 100 % of the order value upfront: Such orders cannot be modified or cancelled by the investors or stock brokers, except for making upward revision in the price or quantity. The buyer shall also be liable to pay any other fees, as may be levied by the Stock Exchanges, including Securities Transaction Tax. In case of any permitted modification or cancellation of the order / bid, the funds shall be released/ collected on a real-time basis by the clearing corporation. In case of default in pay-in by any investor, 10% of the order value shall be charged as penalty from the investor and collected from the broker. This amount shall be credited to the Investor Protection Fund of the stock exchange. 4

QUARTERLY PERFORMANCE Particulars 1709 (3) 1609 (3) Var % Income from operations 1315.78 970.17 36 Other Income 0.07 0.08-13 Total Income 1315.85 970.25 36 Interest Expenses 836.07 684.68 22 Other expenses 104.86 96.26 9 Gross profit 374.92 189.31 98 Depreciation 5.25 4.56 15 Profit before tax and Provisions 369.67 184.75 100 Provisions and write off 50.28-22.51 PL Profit before tax 319.39 207.26 54 Provision for tax 111.4 69.61 60 PAT 207.99 137.65 51 EPS*(Rs) 49.94 33.05 BALANCE SHEET (Rs. In Crore) 201703 201603 201503 201403 201303 201203 SOURCES OF FUNDS : Share Capital 165.64 126.92 103.85 65.69 50.00 30.00 Reserves Total 5411.67 2018.98 1474.88 868.45 568.04 369.90 Total Shareholders Funds 5577.31 2145.90 1578.73 934.14 618.04 399.90 Secured Loans 19900.78 13402.72 9754.15 8228.17 5408.55 3289.10 Unsecured Loans 15596.36 12610.96 6726.61 1879.50 1286.82 570.61 Total Loan Funds 35497.14 26013.68 16480.76 10107.67 6695.37 3859.71 Other Liabilities 346.35 261.72 344.32 190.58 105.49 57.90 Total Liabilities 41420.80 28421.30 18403.81 11232.39 7418.90 4317.51 APPLICATION OF FUNDS : Loan / Non-Current Assets 36443.79 25623.56 14382.17 8640.65 5387.95 3773.71 Fixed Assets Gross Block 104.30 85.55 52.20 30.79 16.10 5.75 Less: Accumulated Depreciation 45.90 27.44 12.62 4.97 1.95 1.14 Net Block 58.40 58.11 39.58 25.82 14.15 4.61 Capital Work in Progress 2.03 4.05 18.10 3.02 3.59 0.53 Investments 3279.56 1622.27 1585.98 645.48 776.90 378.29 Current Assets,Loans & Advances Cash and Bank Balance 151.47 248.54 293.14 138.42 128.04 11.42 Loans and Advances 2745.87 1926.41 2590.64 2005.37 1295.73 243.23 Total Current Assets 2897.34 2174.95 2883.78 2143.79 1423.77 254.66 Less: Current Liab. & Provisions Current Liabilities 1463.85 1148.06 572.64 271.60 207.52 94.57 Provisions 28.04 71.12 52.57 35.59 28.66 24.19 Total Current Liabilites & Provisions 1491.89 1219.18 625.21 307.20 236.18 118.75 Net Current Assets 1405.45 955.77 2258.57 1836.59 1187.59 135.90 Deferred Tax Assets 121.52 66.70 37.24 24.84 16.26 15.08 Deferred Tax Liability 168.38 97.17 43.46 9.38 2.19 0.00 Net Deferred Tax -46.86-30.47-6.22 15.46 14.07 15.08 Other Assets 278.43 188.01 125.63 65.36 34.65 9.38 Total Assets 41420.80 28421.30 18403.81 11232.38 7418.90 4317.50 Contingent Liability 20.33 18.37 4.47 0.00 0.00 0.00 5

PROFIT AND LOSS ACCOUNT (Rs. In Crore) SOURCES OF FUNDS : 201703 201603 201503 201403 201303 (12) (12) (12) (12) (12) INCOME : Operating Income 82080.82 73426.44 81356.92 79648.12 72669.65 Excise Duty 0 0 744.98 697.49 571.56 Net Operating Income 82080.82 73426.44 80611.94 78950.63 72098.09 Other Income 1738.35 1331.56 2365.44 2879.31 4839 Stock Adjustment 0 0-4.64-1.66 0 Total Income 83819.17 74758 82972.74 81828.28 76937.09 EXPENDITURE : Electricity & Fuel Expenses 1675.38 47727.29 54268.2 50771.68 46194.85 Operating Expenses 2452.98 2230.5 3324.75 2891.35 2632.02 Employee Cost 5675.81 4694.21 4882.24 5036.74 4489.67 Selling & Administration expenses 1623.96 1650.36 2258.53 2011.89 1721.24 Miscellaneous Expenses 51430.5 1501.28 384.54 454.76 475.48 Less : Pre-operative Expenses Capitalised 3245.58 2800.83 1835.32 1856.76 1501.5 Total Expenditure 59613.05 55002.81 63282.94 59309.66 54011.76 Operating Profit 24206.12 19755.19 19689.8 22518.62 22925.33 Interest 3752.8 3366.03 3668.98 3262.87 2491.16 Gross Profit 20453.32 16389.16 16020.82 19255.75 20434.17 Depreciation 6692.77 5771.24 5564.61 4769.99 3823.22 Profit Before Tax 13760.55 10617.92 10456.21 14485.76 16610.95 Tax 2714.82-319.29 434.63 2923.77 3708.5 Deferred Tax 331.79 156.48 29.21 158.59 316.23 Net Profit 10713.94 10780.73 9992.37 11403.4 12586.22 Minority Interest (after tax) -5.7-20.42 6.03-0.21-4.56 Net Profit after Minority Interest & P/L Asso.Co. 10719.64 10801.15 9986.34 11403.61 12590.78 Extraordinary Items -37.07-98.75 134.74-32.38 1126.93 Adjusted Net Profit 10756.71 10899.9 9851.6 11435.99 11463.85 CASH FLOW STATEMENT (Rs. In Crore) 201703 201603 201503 201403 201303 Cash and Cash Equivalents at Beginning of the year 166.71 46.92 24.75 62.28 11.42 Net Cash from Operating Activities -12406.5-9664.47-6790.98-3627.15-2900.83 Net Cash Used in Investing Activities -16.88-19.64-37.34-14.67-13.63 Net Cash Used in Financing Activities 12322.49 9803.9 6850.49 3604.29 2965.31 Net Inc/(Dec) in Cash and Cash Equivalent -100.86 119.79 22.17-37.53 50.85 Cash and Cash Equivalents at End of the year 65.85 166.71 46.92 24.75 62.28 6

RATIOS 201703 201603 201503 201403 201303 Debt-Equity Ratio 7.96 11.41 10.58 10.83 10.37 Long Term Debt-Equity Ratio 5.27 7.15 7.14 8.55 7.92 Current Ratio 2.83 2.53 2.92 4.32 3.82 Turnover Ratios Loans Turnover 0.12 0.12 0.13 0.13 0.13 Advance / Loans Funds (%) 106.85 103.48 102.89 102.15 99.93 Tot. Income / Capital Employed (%) 11.19 11.53 12.01 12.01 11.35 Interest Expended / Capital Employed (%) 7.57 7.95 8.54 8.6 7.87 PBIDTM (%) 88.7 88.13 88.05 87.82 88.8 PBITM (%) 88.22 87.58 87.58 87.53 88.65 PBDTM (%) 21.05 19.2 17 16.27 19.47 CPM (%) 13.88 12.65 11.37 11.87 14.08 APATM (%) 13.4 12.1 10.9 11.58 13.93 ROCE (%) 9.87 10.09 10.52 10.51 10.07 RONW (%) 13.56 17.53 15.45 16.71 18.24 Payout (%) 18.98 12.69 12.74 11.83 11.26 E-mail: researchfeedback@smcindiaonline.com Corporate Office: 11/6B, Shanti Chamber, Pusa Road, New Delhi - 110005 Tel: +91-11-30111000 www.smcindiaonline.com Mumbai Office: Lotus Corporate Park, A Wing 401 / 402, 4th Floor,Graham Firth Steel Compound, Off Western Express Highway, Jay Coach Signal, Goreagon (East) Mumbai - 400063 Tel: 91-22-67341600, Fax: 91-22-28805606 Kolkata Office: 18, Rabindra Sarani, Poddar Court,Gate No.- 4, 5th Floor, Kolkata-700001 Tel: 91-33-39847000, Fax: 91-33-39847004 SMC Global Securities Ltd. 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