L&T Finance Holdings Ltd.

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IPO NOTE 25 th July, 2011 L&T Finance Holdings Ltd. SECTOR: NBFC SUBSCRIBE Issue Snapshot Issue Open 27-Jul-11 Issue Close 29-Jul-11 Price Band (INR) 51-59 Issue Size (INR Mn) 15,750 Pre-IPO Placement (INR Mn) 3,300 Offer for Sale (INR Mn) 12,450 Reservation - L&T E'ees (INR Mn) 500 Reservation - L&T Shareholders (INR Mn) 1,200 Net Issue Size (INR Mn) 10,750 QIB 5,375 Non-Institutional 3,763 Retail 1,613 Face Value (INR) 10 Book Value as of 31.03.11 (INR) 25.4 Capital Structure Pre Issue Equity (INR Mn) 14770 Post Issue Equity (INR Mn)* 16880 Shareholding Pattern Pre Issue (%) Post Issue (%) * Promoter & Promoter Groups 95.94% 83.94% Other Institutions 4.06% 3.55% Public 0 12.50% Total 100% 100.00% Total Shares 1,477,024,426 1,688,041,375 Objects of the Issue Rs Mn. Repayment of Inter Corporate Deposit 3450 Infusion in L&T Finance Ltd 5150 Infusion in L&T Infrastructure Finance Co Ltd 4850 General Corporate Purposes [.] Website: www.ltfinance.com L&T Finance Holding Ltd (L&TFH) was incorporated in 2008, is registered as an NBFC ND SI with RBI. It is a financial holding company offering diverse range of financial products and services across the corporate, retail and infrastructure finance sectors, as well as mutual fund products and investment management services through its wholly owned subsidiaries. The company was promoted by Larsen and Toubro limited which holds 95.94% stake currently. Investment Rationale Presence in high growth and diversified business - Company has strong presence in high growth and diversified business which covers core business segments. This has contributed significantly to strong revenue growth and reduces risks associated with product and customer concentration. High Quality Loan Portfolio - L&TFH s portfolio has high quality loan portfolio which comprises the funding of primarily income-generating assets and activities. Further, it has established a strong credit check and asset valuation framework to monitor credit risk. Strong financial and capital position - L&TFH has had a strong ability to secure steady source of funds at competitive rates due to a good track record of financials and robust credit ratings. With further infusion of capital, it will ensure L&TFH a robust balance sheet growth in its various businesses through its subsidiaries. Investment Concerns Exposure to the MFI sector of about INR 4000mn of which the share of Andhra Pradesh is about 50%. L&TFH has made a provision of INR 600mn during FY2011 of which INR 540mn is towards loans in AP. Valuation The issue is priced at 2.3x FY2011 BV (BV; based on post issue equity) which is at a marginal premium to players like IDFC, PFC etc though the business model is not strictly comparable due to L&TFH being a much more diversified play. At CMP, the issue looks fairly priced. However, L&TFH holds significant value for a long term investor based on its sound financials as well as promising growth. We recommend SUBSCRIBE.

Investment Rationale Presence in high growth and diversified business Company has strong presence in high growth and diversified business which cover the core business segments like infrastructure finance, construction and equipment finance, transportation equipment finance, rural products finance, microfinance, corporate loans and leases, supply chain finance, capital markets finance, the distribution of financial products and investment management products and services. The businesses in which L&T Holdings operate such as agricultural and rural development, infrastructure and energy, have been identified by the Government of India as focus area under its latest Five Year Plan. Company s presence in diversified businesses across asset classes and customer segments has contributed significantly to strong revenue growth and reduces the risks associated with product and customer concentration. High Quality Loan Portfolio L&TFH has high quality loan portfolio which comprises the funding of primarily income-generating assets and activities. In addition, company s current provisioning and write-off policies and principles exceed the minimum required standard for NBFCs set by the RBI. Also, L&TFH has an established collection system which helps to manage recoveries efficiently and minimize the losses, thereby preserving the value of their assets. It has established a strong credit check and asset valuation framework to evaluate and monitor the credit risk at the time of origination till the final servicing of loan assets. Better Asset Quality The provisioning and write-off policies of the company are more stringent and conservative than those prescribed by the RBI for NBFCs. 3.0% 2.5% 2.0% 1.5% 1.0% 0.5% FY09 FY10 FY11 Strong financial and capital position L&TFH has had a strong ability to secure steady source of funds at competitive rates due to a good track record of financials and robust credit ratings. With further infusion of capital, it will ensure L&TFH a robust balance sheet growth in its various businesses through its subsidiaries. 30% 25% 20% 15% 10% 5% 0% Source: RHP, SPA Research CAR - L&TF CAR - L&TIF FY09 FY10 FY11 Investment Risks Exposure to the MFI sector of about INR 4000mn of which the share of Andhra Pradesh is about 50%. L&TFH has made a provision of INR 600mn during FY2011 of which INR 540mn is towards loans in AP. Macro Economic Risks like persisting inflationary situation and increasing interest rate scenario can pose a challenge to company s operating environment Regulatory Risk of any changes in its regulatory classifications or changes in RBI s policies can impact its business environment L&THF has filed an application with the RBI for being granted a status of CIC-ND-SI. However, it has yet to receive any communication from the RBI regarding this. In the event that its application is rejected, it may be subject to regulatory actions by the RBI including the levy of fines or penalties and/or the cancellation of Company s registration as an NBFC-ND-SI. 0.0% Gross NPA - L&TF Net NPAs- L&T Gross NPA - L&TIF Net NPA- L&TIF Source: RHP, SPA Research

Company Background L&T Finance Holding Ltd was incorporated in 2008, is registered as an NBFC ND SI with RBI. It is a financial holding company offering diverse range of financial products and services across the corporate, retail and infrastructure finance sectors, as well as mutual fund products and investment management services through its wholly owned subsidiaries. The company was promoted by Larsen and Toubro Ltd which holds 95.94% stake currently. It has pan India presence with 103 branch offices, 221 meeting centres, 27 KGSK (Kisan Gaurav Seva Kendra) centres and 364 customer care centres. Company operates through four business groups, the Infrastructure Finance Group, the Retail Finance Group, the Corporate Finance Group and Investment Management Group under its wholly owned subsidiaries. Corporate Structure L&T Finance Holdings 100.0% 100.0% 100.0% L&T Infrastructure Finance (Infrastructure Finance Group) L&T Finance (Retail & Corporate India Infrastructure Developers Ltd. Other Investments 100.0% 100.0% L&T Investment Management (Investment Management Group) L&T Mutual Fund Trustee (Investment Management L&T Infrastructure Finance Company Ltd Incorporated in 2007, L&TIFC is a wholly-owned subsidiary of L&T Finance Holdings which provides financial products and services for clients engaged in infrastructure sector. It was granted Infrastructure Finance Company ( IFC ) status by RBI in July 2010. It provides finance with a diversified focus in various segments of infrastructure like power, roads, telecommunications, oil and gas and ports sectors in India. As on 31 st March 2011, L&TIFC had a total loan book of INR 71.7bn and disbursements of INR 51.6bn. It contributes ~32% to consolidated entity s total income. L&TIFC has a well diversified loan book which has witnessed improved asset quality and steadying return ratios. L&T Finance Ltd Incorporated as an NBFC in 1994, L&TF is a wholly-owned subsidiary of L&T Finance Holdings with a primary focus on short to medium term asset backed financing. It has been classified as an Asset Finance Company by RBI. It conducts the retail finance business and corporate finance business, both secured and non-secured. Company s retail finance business provides financing to retail customers for transportation equipment finance, rural products finance and microfinance. L&TF s corporate finance portfolio consists of corporate loans and leases, supply chain finance and capital market products. The total loan book outstanding as at March 31, 2011 were INR 96.5bn and total disbursements were INR 91.8bn. L&TF has a mix of secured and non secured loan book, which has witnessed a healthy growth coupled with improved asset quality and improving return ratios.

Loan Book as on 31st Mar 11 - L&TIF Oil & Gas 7% Urban Infra 6% Port 3% Telecom 14% Others 24% Source: RHP, SPA Research Power 29% Roads 17% Loan Book as on 31st Mar 11 - L&TF Corporate (Unsecure d) 10% Corporate (Secured) 25% Retail (Unsecure d) 6% Retail (Secured) 59% L&T Investment Management Ltd L&TIM forayed into the business in January 2010 through the acquisition of DBS Cholamandalam AMC. This wholly owned indirect subsidiary (a wholly-owned subsidiary of L&T Finance) conducts its investment management business, which comprises the mutual fund segment (including the management, administration and distribution of L&T Mutual Fund) and the portfolio management services segment (including portfolio management and sub-advisory services). The total Asset under Management of L&T Mutual Fund as of 31st March 2011 was INR 33bn. India Infrastructure Developers Ltd IIDL was incorporated in 1997 and is registered with the RBI as an NBFC-ND. IIDL was originally established as a special purpose vehicle (SPV) for financing a captive power plant for Indian Petrochemicals. The company does not currently conduct any material financing operations through IIDL, but plans to do so in the course of FY2012. Valuation and Outlook The issue is priced at 2.3x FY2011 BV (BV based on post issue equity) which is at a marginal premium to players like IDFC, PFC etc though the business model is not strictly comparable due to L&TFH being a much more diversified play. The company is present in high growth businesses (construction equipment finance, transport equipment finance, infrastructure, micro finance and rural finance) through its four subsidiaries and would generate higher return on equity (RoE) in future. Further, with a better source of funding its growth in future, we can expect to see better interest cost ratios, which will support net income as well as return ratios. At CMP, the issue looks fairly priced. However, L&TFH holds significant value for a long term investor based on its sound financials as well as promising growth. We recommend SUBSCRIBE.

Financials - L&T Finance Income Statement (INR.Mn) FY09 FY10 FY11 Interest Income 821 951 1373 Interest expended 514 431 641 Net Intrest Income 307 520 732 Growth % 69% 41% Other Income 9.2 14.3 24.5 Growth % 55% 71% Net total income 317 535 756 Total Expenses 165 229 303 Pre Provision Profit 152 306 453 Provision 7 70 104 Profit Before Tax 145 236 349 Tax 47 80 119 Profit After Tax 99 156 230 Balance Sheet (INR.Mn) FY09 FY10 FY11 Share capital 187 212 230 Reserve & Surplus 634 915 1501 Net Worth 820 1127 1731 Loan Funds 4451 6418 8847 Deferred Tax Liabilities (Net) 31 22 0 Total Liabilities 5302 7567 10579 Net Fixed assets 230 394 431 CWIP 12 1 16 Investments 7 170 309 Loans & Advances 4840 6694 9646 Net Current Assets 238 308 178 Total Assets 5302 7567 10580 Valuation Ratios FY09 FY10 FY11 EPS (Rs) 5 7 10 BVPS (Rs) 45 53 75 ADBVPS 40 48 72 Asset Quality (%) FY09 FY10 FY11 Gross NPAs 2.56% 2.78% 1.41% Net NPAs 2.11% 1.70% 0.78% Provision 17.60% 38.66% 45.03% Profitability Ratio (%) FY09 FY10 FY11 Yield on Funds 16% 15% 16% Cost of Funds 12% 8% 8% NI Spread 4% 7% 7% NIMs 6% 8% 8% Balance Sheet Ratio (%) FY09 FY10 FY11 Credit/Depost 109% 104% 109% CAR (%) 16% 15% 16%

Financials - L&T Infra Finance Income Statement (INR.Mn) FY09 FY10 FY11 Interest Income 2878 4392 7022 Interest expended 1630 2456 3802 Net Intrest Income 1248 1935 3220 Growth % 0 551% 664% otherincome 82 113 18 Growth % 0 369% -842% Net total income 1330 2048 3238 Total Expenses 133 116 265 Pre Provision Profit 1248 1991 3080 Provision 77 254 58 Profit Before Tax 1140 1653 2940 Tax 375 545 931 Profit After Tax 765 1109 2009 Balance Sheet (INR.Mn) FY09 FY10 FY11 Share capital 5000 6834 7022 Reserve & Surplus 1212 3271 5321 Net Worth 6212 10105 12342 Loan Funds 17712 32368 61935 Deferred Tax Liabilities (Net) -51-130 43 Total Liabilities 23873 42342 74320 Net Fixed assets 7 8 10 Capital WIP 0 0 15 Investments 1150 250 3500 Loans & Advances 22583 42554 71655 Net Current Assets 132-470 -860 Total Assets 23873 42342 74320 Valuation Ratios FY09 FY10 FY11 EPS (Rs) 1.5 1.6 2.9 BVPS (Rs) 12.4 14.8 17.6 ADBVPS 12.4 13.7 17.0 Asset Quality (%) FY09 FY10 FY11 Gross NPAs 0% 2% 1% Net NPAs 0% 2% 1% Provision 0% 10% 22% Profitability Ratio (%) FY09 FY10 FY11 Yield on Funds 14% 13% 12% Cost of Funds 10% 10% 8% NIS 4% 4% 4% NIMs 6% 6% 6% Balance Sheet Ratio (%) FY09 FY10 FY11 Credit/Depost 1.28 1.31 1.16 CAR (%) 26.16 23.27 16.50

Financials L&T Finance Holdings (Consolidated) Income Statement (INR.Mn) FY09 FY10 FY11 Interest Income 0 14056 20864 Interest expended 0 6747 10207 Net Intrest Income 0 7309 10657 Other Income 0.0 183 285 Net total income 0 7492 10942 Total Expenses 0 2602 3717 Pre Provision Profit 0 4890 7225 Provision 0 949 1109 Profit Before Tax 0 3942 6116 Tax 0-1341 -2133 Profit After Tax 0 2601 3983 Profit/ Loss of Subsidiaries 0 16-11 Exceptional items 0-25 -67 Prior period Items 0-5 0 Changes in Account policies 0 43 21 Adjusted Net Profit 0 2630 3926 Balance Sheet (INR.Mn) FY09 FY10 FY11 Share capital 10786 16286 14183 Reserve & Surplus 4550 7180 14723 Net Worth 15336 23466 28906 Loan Funds 62202 97273 159165 Deferred Tax Liabilities (Net) 258 90-57 Total Liabilities 77796 120830 188014 Net Fixed assets 2311 3971 4348 CWIP 120 14 180 Goodwill 167 465 416 Investments 1690 3088 7324 Loans & Advances 70984 109491 174112 Net Current Assets 2524 3802 1632 Total Assets 77796 120830 188014 Peer Comparison Peer Comparison CMP (INR) M Cap (INRMn) EPS (INR) BV (INR) RoE (%) RoA (%) P/E (x) P/BV (x) L&TFH @ 51 51 14615 2.8 25.4 4.28 2.95 18.21 2.01 L&TFH @ 59 59 15739 2.8 25.4 4.28 2.95 21.07 2.32 PFC 206 272160 24 140 19.3 3 8.58 1.47 REC 219 216300 25 130.4 20.8 3.2 8.76 1.68 IDFC 135 198130 9 71 15.1 3.1 15.38 1.90 M&MFSL 688 71510 48 237 21.9 3.8 14.37 2.90 * All the above figures are for FY11

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