Bharti Airtel (BHATE) 369

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Event Update Rating matrix Rating : Buy Target : 410 Target Period : 12 months Potential Upside : 11% Whats Changed? Target Unchanged EPS FY18E Unchanged EPS FY19E Unchanged Rating Unchanged Key Financials Crore FY16 FY17E FY18E FY19E Net Sales 96,619 96,807 97,328 105,133 EBITDA 34,093 35,949 34,538 37,836 Net Profit 5,484 4,124 2,873 4,128 EPS ( ) 13.7 10.3 7.2 10.3 Valuation summary FY16 FY17E FY18E FY19E P/E 26.9 35.8 51.3 35.7 Target P/E 29.9 39.7 57.0 39.7 EV / EBITDA 6.9 6.9 7.1 6.4 P/BV 2.2 2.2 2.2 2.1 RoNW (%) 6.1 6.9 4.2 5.9 RoCE (%) 9.4 8.5 7.7 8.8 Premium over the 2010 and TRAI recommended prices Particulars Amount Market Capitalisation ( Crore) 147,504.1 Total Debt (FY16) ( Crore) 95,043.0 Cash (FY16) ( Crore) 3,708.7 EV ( Crore) 217,732.1 52 week H/L 385/ 283 Equity capital 1,998.7 Face value 5.0 Price Chart 10,000 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 Mar-14 Research Analyst Sep-14 Mar-15 Price (R.H.S) Sep-15 Bhupendra Tiwary bhupendra.tiwary@icicisecurities.com Sneha Agarwal sneha.agarwal@icicisecurities.com Mar-16 Aug-16 Nifty (L.H.S) Feb-17 500 450 400 350 300 250 200 150 100 50 February 23, 2017 Bharti Airtel (BHATE) 369 Airtel heralds consolidation phase of industry Bharti Airtel has entered into a definitive agreement with Telenor India to acquire full ownership in the entity. Airtel will take over outstanding spectrum payments & other operational contracts, including tower lease, which amounts to ~ 2400 crore as per the company. The transaction is subject to requisite regulatory approvals from DoT & the CCI is expected to be completed in 12 months. In addition, Airtel is also free from any exposure to claims related to the period Telenor owned the business. We will include the deal financials in our valuations once the deal is complete. Telenor India - 4.4 crore subs base with revenue market share of 2.1% We note that Telenor India had been struggling with its operations and was looking to exit its operations from India, which was evident from its absence in the last spectrum auction. The deal, on the other hand, will help Airtel further strengthen its spectrum holding in the 1800 MHz band wherein Telenor India has 43.3 MHz across the seven circles viz. Andhra Pradesh, Assam, UP (E), UP (W), Maharashtra, Gujarat and Bihar. Airtel will also be able to expand its subscriber base by 4.4 crore (active subscriber as per Trai of 3.9 crore as of December, 2016) and, hence, expand its subscriber market share to 29.1% from 24.2% pre-deal. The revenue market share is likely to improve ~200 bps from the current 33.3% after the deal, depending on the rationalisation in the Bihar circle where the 50% cap is breached. Telenor India had revenues of 4.5 billion NOK (~ 3602 crore) and EBITDA of 399 million NOK (~ 318 crore) in 9MFY17. We highlight that Airtel has a far superior EBITDA margin profile of 39-41% in the Indian mobility business and would be in a position to turn around the operational performance of acquired circles from Telenor and derive cost synergies. Industry, eventually, to move towards three to four player market The Indian telecom industry is in the process of shrugging off its longstanding troubles of the market being overpopulated with seven to nine players against the optimum number three to four players, which could bring in sanity. The ongoing wave of consolidation has been forced upon as smaller players struggle to withstand the price war triggered by Jio. The Airtel-Telenor deal is in the lines of ongoing mergers like Aircel + RCom, Idea-Vodafone merger, etc. Consolidation would also bring in some pricing discipline gradually in the sector once the subscriber base across the top four or five players gets stabilised and would benefit all players, including Airtel. Acquisition further cements leadership foothold for Airtel With the acquisition, Bharti Airtel would further cement its position in the Indian telecom space with a post merger subscriber base of ~31 crore and remains a preferred choice owing to the superior operating metrics. Airtel has a superior margin profile (39-41% in the Indian mobility versus 30-32% for peers) and is keen on improving the leverage situation by selling/intending to sell stake in the non-core/unprofitable ventures & restructuring its business operations. Airtel possesses extensive spectrum coverage across circles with 942.9 MHZ of total spectrum (pre-deal), ~24.1% of the total spectrum in the industry (ex- BSNL/MTNL, pre-deal) and would not have any spectrum requirement in the near term. Considering the above-mentioned benefits, we remain positive on Bharti Airtel and maintain our BUY recommendation on the stock with a DCF based target price of 410. ICICI Securities Ltd Retail Equity Research

Analysis The merger will lead to several synergies for Airtel, helping it augment its subscriber, revenue & spectrum market share further. Exhibit 1: Revenue Market Share changes post the deal Circles Airtel's H1FY17 RMS (%) Telenor's H1FY17 RMS (%) Combined Entity's RMS (%) A. P. 45.2 3.2 48.4 Bihar 53.7 7.0 60.7 Delhi 40.4-40.4 Gujarat 14.7 4.1 18.8 Haryana 17.2-17.2 H. P. 50.9-50.9 J & K 41.9-41.9 Karnataka 52.9-52.9 Kerala 8.4-8.4 Kolkata 26.0-26.0 M. P. 24.4-24.4 Maharashtra 16.8 3.0 19.8 Mumbai 26.1-26.1 Orissa 48.3-48.3 Punjab 36.4-36.4 Rajasthan 47.6-47.6 Tamil Nadu 35.5-35.5 U. P. (East) 30.1 8.7 38.8 U. P. (West) 20.2 9.1 29.3 West Bengal 33.7-33.7 Assam 39.3 0.3 39.6 North East 49.1-49.1 Overall 33.4 2.1 35.5 Exhibit 2: Spectrum holding Circles Bharti Telenor Bharti+Telenor LSA/Mhz 900 1800 2100 2300 1800 900 1800 2100 Andhra Pradesh 9.0 10.00 5.00 30.0 6.4 9.0 16.40 5.00 Assam 8.0 9.45 5.00 30.0 6.0 8.0 15.45 5.00 Bihar 7.8 8.00 10.00 30.0 7.2 7.8 15.20 10.00 Delhi 6.0 7.00 10.00 30.0-6.0 7.00 10.00 Gujarat - 11.20 5.00 10.0 5.0-16.20 5.00 Haryana - 16.20 5.00 20.0 - - 16.20 5.00 Himachal Pradesh 7.4 10.20 5.00 10.0-7.4 10.20 5.00 Jammu & Kashmir 6.2 5.00 10.00 20.0-6.2 5.00 10.00 Karnataka 8.8 8.80 5.00 30.0-8.8 8.80 5.00 Kerala - 11.20 5.00 20.0 - - 11.20 5.00 Kolkata 7.0 9.00-30.0-7.0 9.00 - Madhya Pradesh - 18.80 5.00 40.0 - - 18.80 5.00 Maharashtra - 13.20 5.00 20.0 5.0-18.20 5.00 Mumbai 5.0 15.20 5.00 30.0 5.0 15.20 5.00 North East 8.8 10.00 5.00 30.0-8.8 10.00 5.00 Orissa 7.4 13.00 5.00 30.0-7.4 13.00 5.00 Punjab 10.0 10.00-20.0-10.0 10.00 - Rajasthan 6.0 10.00 10.00 - - 6.0 10.00 10.00 Tamilnadu(inc Chennai) 6.2 11.80 10.00 30.0-6.2 11.80 10.00 Uttar Pradesh (East) 6.2 6.00 5.00-6.8 6.2 12.80 5.00 Uttar Pradesh (West) - 11.20 5.00-7.0-18.20 5.00 West Bengal 6.6 6.20 5.00 30.0-6.6 6.20 5.00 Total 116.4 231.45 125.00 490.0 43.4 116.4 274.85 125.00 ICICI Securities Ltd Retail Equity Research Page 2

Airtel will also be able to expand its subscriber base by 4.4 crore (active subscriber as per Trai of 3.9 crore as of December, 2016) and, hence, expand its subscriber market share to 29.1% from 24.2% pre-deal. The revenue market share will also improve ~200 bps from the current 33.3%, depending on the rationalisation in the Bihar circle where the 50% cap is breached. Exhibit 3: Telenor India s financials Particulars ( Crore) FY15 FY16 9MFY17 Subscription and traffic reveneus 3,650.4 3,928.6 3,021.5 Interconnect revenues 660.6 600.1 547.9 Mobile revenues company's subscriptions 4,311.0 4,528.6 3,569.4 Other mobile revenues 31.9 24.8 22.8 Total mobile revenues 4,342.9 4,553.4 3,592.2 Non-mobile revenues 10.1 10.8 9.4 Total revenues 4,353.0 4,564.3 3,601.6 EBITDA before other income and expenses -379.3 33.0 318.4 EBITDA Margin (%) -8.7 0.7 8.8 Other income and expenses -83.9-540.3 71.0 EBITDA -463.1-507.2 389.4 Depreciation and amortisation -304.1-741.7-147.7 Impairment losses 0.0-1,838.2-3,611.8 Operating profit/loss -767.2-3,087.2-3,370.1 No. of mobile subscriptions (in million) 40.9 44.7 44.7 ICICI Securities Ltd Retail Equity Research Page 3

Valuation With the acquisition, Bharti Airtel would further cement its position in the Indian telecom space with a post merger subscriber base of ~31 crore and remains a preferred choice owing to the superior operating metrics. Airtel has a superior margin profile (39-41% in the Indian mobility versus 30-32% for peers) and is keen on improving the leverage situation by selling/intending to sell stake in the non-core/unprofitable ventures & restructuring its business operations. Airtel possesses extensive spectrum coverage across circles with 942.9 MHz of total spectrum (pre-deal), ~24.1% of the total spectrum in the industry (ex- BSNL/MTNL, pre-deal) and would not have any spectrum requirement in the near term. Considering the above-mentioned benefits we remain positive on Bharti Airtel and maintain our BUY recommendation on the stock with a DCF based target price of 410. Exhibit 4: DCF assumptions Particulars Amount WACC 10.2% Revenue CAGR over FY17E - FY22E 5.0% PV of Cash Flow Till Terminal Year 44,767.6 Terminal Growth 3.9% Present Value of terminal cash flow 207,459.8 PV of firm 252,227.4 Less: Net Debt 88,328.4 Total present value of the Equity (excluding current cash) 163,899.0 Number of Equity Shares outstanding 399.7 DCF - Target price ( ) 410 Exhibit 5: Valuations Sales Growth EPS Growth PE EV/EBITDA RoNW RoCE ( cr) (%) ( ) (%) (x) (x) (%) (%) FY16 96,619.3 4.9 13.7 5.8 26.9 6.9 6.1 9.4 FY17E 96,807.5 0.2 10.3-24.8 35.8 6.9 6.9 8.5 FY18E 97,327.9 0.5 7.2-30.3 51.3 7.1 4.2 7.7 FY19E 105,132.9 8.0 10.3 43.7 35.7 6.4 5.9 8.8 ICICI Securities Ltd Retail Equity Research Page 4

Financial summary Profit and loss statement Crore (Year-end March) FY16 FY17E FY18E FY19E Total operating Income 96,619.3 96,807.5 97,327.9 105,132.9 Growth (%) 4.9 0.2 0.5 8.0 Employee Expenses 4,911.2 4,328.0 4,618.8 5,036.9 Marketing Expenses 15,998.7 14,530.6 14,802.9 15,708.3 Access Charges 10,942.3 10,413.6 10,907.2 11,782.2 Network Operating 21,166.8 22,204.5 22,910.1 24,628.3 License Fee 9,492.7 9,368.9 9,386.0 9,982.8 Other Costs 14.2 0.0 0.0 0.0 Other expenses - 13.3 164.6 158.1 Total Operating Expenditure 62,525.9 60,858.9 62,789.5 67,296.7 EBITDA 34,093.4 35,948.6 34,538.3 37,836.3 Growth (%) 8.8 5.4-3.9 9.5 Depreciation 17,449.8 19,651.9 19,952.2 21,447.1 Interest 6,988.9 7,805.1 8,483.6 8,243.6 Other Income 0.0 0.0 0.0 0.0 Exceptional Items (1,450.5) 564.2 - - PBT 11,105.2 7,927.3 6,102.5 8,145.5 MI / Profit from associates -315.9-622.3-796.0-808.6 Total Tax 5,936.8 4,425.3 4,025.4 4,826.4 PAT 5,484.3 4,124.4 2,873.1 4,127.7 Growth (%) 5.8-24.8-30.3 43.7 EPS ( ) 13.7 10.3 7.2 10.3 Cash flow statement Crore (Year-end March) FY16 FY17E FY18E FY19E Profit after Tax 5,484.3 4,124.4 2,873.1 4,127.7 Add: Depreciation 17,449.8 19,651.9 19,952.2 21,447.1 Add: Interest Paid 6,988.9 7,805.1 8,483.6 8,243.6 (Inc)/dec in Current Assets 150.3 1,885.9 374.4 (925.3) Inc/(dec) in CL and Provisions 5,218.2-1,591.3 4,056.1 4,008.7 Others 0.0 0.0 0.0 0.0 CF from operating activities 35,291.4 31,876.0 35,739.4 36,901.8 (Inc)/dec in Investments 4,442.7-700.0-500.0-500.0 (Inc)/dec in Fixed Assets -49,032.1-34,244.0-22,000.0-22,000.0 Others 6,275.2 449.5 86.2 106.5 CF from investing activities -38,314.2-34,494.5-22,413.8-22,393.5 Issue/(Buy back) of Equity 0.0 0.0 0.0 0.0 Inc/(dec) in loan funds -5,466.6 5,122.0-4,000.0-4,000.0 Dividend paid & dividend tax -636.1-2,104.6-2,104.6-2,104.6 Interest Paid 6,988.9 7,805.1 8,483.6 8,243.6 Others 4,673.4-8,488.2-16,967.2-16,487.2 CF from financing activities 5,559.7 2,334.2-14,588.2-14,348.2 Net Cash flow 2,536.9-284.3-1,262.6 160.0 Opening Cash 1,171.8 3,708.7 3,424.4 2,161.8 Closing Cash 3,708.7 3,424.4 2,161.8 2,321.8 Balance sheet Crore (Year-end March) FY16 FY17E FY18E FY19E Liabilities Equity Capital 1,998.7 1,998.7 1,998.7 1,998.7 Reserve and Surplus 63,631.4 65,651.1 66,419.6 68,442.7 Total Shareholders funds 65,630.1 67,649.8 68,418.3 70,441.4 Total Debt 95,043.0 107,287.0 103,287.0 99,287.0 Deferred Tax Liability 1,435.6 1,435.6 1,435.6 1,435.6 Others 15,235.7 15,685.2 15,771.4 15,877.8 Total Liabilities 177,344.4 192,057.6 188,912.3 187,041.9 Assets Gross Block 290,738.0 324,982.0 346,982.0 368,982.0 Less: Acc Depreciation 109,011.7 128,663.7 148,615.9 170,063.0 Net Block 181,726.3 196,318.4 198,366.2 198,919.0 Investments 14,194.9 14,894.9 15,394.9 15,894.9 Inventory 169.2 169.5 170.4 184.1 Debtors 7,310.6 6,630.7 6,399.6 6,912.9 Loans and Advances 4,883.2 3,669.5 3,504.8 3,596.6 Other Current Assets 3,796.4 3,803.8 3,824.2 4,130.9 Cash 3,708.7 3,424.4 2,161.8 2,321.8 Total Current Assets 19,868.1 17,697.9 16,060.9 17,146.2 Creditors 38,745.6 37,131.6 39,997.8 43,205.3 Provisions 232.6 238.6 257.0 277.6 Other Current Liabilities 8,544.6 8,561.3 9,732.8 10,513.3 Total Current Liabilities 47,522.8 45,931.5 49,987.6 53,996.2 Net Current Assets -27,654.7-28,233.6-33,926.7-36,850.0 Others Assets 9,078.0 9,078.0 9,078.0 9,078.0 Application of Funds 177,344.4 192,057.6 188,912.3 187,041.9 Key ratios (Year-end March) FY16 FY17E FY18E FY19E Per share data ( ) EPS 13.7 10.3 7.2 10.3 Cash EPS 57.4 59.5 57.1 64.0 BV 164.2 169.2 171.2 176.2 DPS 1.6 5.3 5.3 5.3 Cash Per Share 9.3 8.6 5.4 5.8 Operating Ratios EBITDA Margin (%) 35.3 37.1 35.5 36.0 EBIT Margin (%) 17.2 16.8 15.0 15.6 PAT Margin (%) 4.2 4.8 3.0 3.9 Inventory days 0.6 0.6 0.6 0.6 Debtor days 27.6 25.0 24.0 24.0 Creditor days 146.4 140.0 150.0 150.0 Return Ratios (%) RoE 6.1 6.9 4.2 5.9 RoCE 9.4 8.5 7.7 8.8 RoIC 10.3 9.2 8.4 9.5 Valuation Ratios (x) P/E 26.9 35.8 51.3 35.7 EV / EBITDA 6.9 6.9 7.1 6.4 EV / Net Sales 2.4 2.6 2.5 2.3 Market Cap / Sales 1.5 1.5 1.5 1.4 Price to Book Value 2.2 2.2 2.2 2.1 Solvency Ratios Debt/EBITDA 2.8 3.0 3.0 2.6 Debt / Equity 1.4 1.6 1.5 1.4 Current Ratio 0.3 0.3 0.3 0.3 Quick Ratio 0.3 0.3 0.3 0.3 ICICI Securities Ltd Retail Equity Research Page 5

ICICIdirect.com coverage universe (Telecom) CMP M Cap EPS ( ) P/E (x) EV/EBITDA (x) RoCE (%) RoE (%) Sector / Company ( ) TP( ) Rating ( Cr) FY16 FY17E FY18E FY16 FY17E FY18E FY16 FY17E FY18E FY16 FY17E FY18E FY16 FY17E FY18E Bharti Airtel (BHAAIR) 369 410 Buy 147,504 13.7 10.3 7.2 26.9 35.8 51.3 6.9 6.9 7.1 9.4 8.5 7.7 6.1 6.9 4.2 Bharti Infratel (BHAINF) 299 350 Buy 55,303 11.8 15.5 16.2 25.2 19.3 18.5 9.7 9.2 8.4 15.1 18.5 20.7 12.2 17.6 18.6 Idea Cellular (IDECEL) 118 105 Hold 42,500 8.6-1.6-6.0 13.8 NM NA 6.4 9.5 11.3 9.0 3.1 1.0 12.0 NM NM Tata Comm. (TATCOM) 745 785 Buy 21,221-7.4 56.0 17.8 NM 13.3 41.7 11.2 11.7 10.0 5.1 5.7 7.6 NA NA 36.4 ICICI Securities Ltd Retail Equity Research Page 6

RATING RATIONALE ICICIdirect.com endeavours to provide objective opinions and recommendations. ICICIdirect.com assigns ratings to its stocks according to their notional target price vs. current market price and then categorises them as Strong Buy, Buy, Hold and Sell. The performance horizon is two years unless specified and the notional target price is defined as the analysts' valuation for a stock. Strong Buy: >15%/20% for large caps/midcaps, respectively, with high conviction; Buy: >10%/15% for large caps/midcaps, respectively; Hold: Up to +/-10%; Sell: -10% or more; Pankaj Pandey Head Research pankaj.pandey@icicisecurities.com ICICIdirect.com Research Desk, ICICI Securities Limited, 1st Floor, Akruti Trade Centre, Road No 7, MIDC, Andheri (East) Mumbai 400 093 research@icicidirect.com ICICI Securities Ltd Retail Equity Research Page 7

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Investors are advised to see Risk Disclosure Document to understand the risks associated before investing in the securities markets. Actual results may differ materially from those set forth in projections. Forward-looking statements are not predictions and may be subject to change without notice. ICICI Securities or its associates might have managed or co-managed public offering of securities for the subject company or might have been mandated by the subject company for any other assignment in the past twelve months. ICICI Securities or its associates might have received any compensation from the companies mentioned in the report during the period preceding twelve months from the date of this report for services in respect of managing or co-managing public offerings, corporate finance, investment banking or merchant banking, brokerage services or other advisory service in a merger or specific transaction. ICICI Securities or its associates might have received any compensation for products or services other than investment banking or merchant banking or brokerage services from the companies mentioned in the report in the past twelve months. ICICI Securities encourages independence in research report preparation and strives to minimize conflict in preparation of research report. ICICI Securities or its associates or its analysts did not receive any compensation or other benefits from the companies mentioned in the report or third party in connection with preparation of the research report. Accordingly, neither ICICI Securities nor Research Analysts and their relatives have any material conflict of interest at the time of publication of this report. It is confirmed that Bhupendra Tiwary MBA, Sneha Agarwal, MBA, Research Analysts of this report have not received any compensation from the companies mentioned in the report in the preceding twelve months. Compensation of our Research Analysts is not based on any specific merchant banking, investment banking or brokerage service transactions. ICICI Securities or its subsidiaries collectively or Research Analysts or their relatives do not own 1% or more of the equity securities of the Company mentioned in the report as of the last day of the month preceding the publication of the research report. Since associates of ICICI Securities are engaged in various financial service businesses, they might have financial interests or beneficial ownership in various companies including the subject company/companies mentioned in this report. It is confirmed that Bhupendra Tiwary MBA, Sneha Agarwal, MBA, Research Analysts do not serve as an officer, director or employee of the companies mentioned in the report. ICICI Securities may have issued other reports that are inconsistent with and reach different conclusion from the information presented in this report. 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