IIFL BONDS / NCDs Tranche II Issue ARIAL 24pt, BOLD, ALL

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IIFL BONDS / NCDs Tranche II Issue ARIAL 24pt, BOLD, ALL
IIFL BONDS / NCDs
India Infoline Finance Ltd.                    Tranche    II Issue TITLE IN
                                                PRESENTATION
                                                ARIAL 24pt, BOLD, ALL-
                                      Tranche IICAPS,    MAX.
                                                Issue Opens:     3 LINES
                                                             06.08.2019
                                      Tranche II Issue Closes: 30.08.2019
                                                            DATE, VENUE, PRESENTER OR
                                                            DEPARTMENT NAME WILL COM
                                                            HERE. ARIAL 20, ALL-CAPS,
                                                            REGULAR.
                       The Tranche II Issue shall remain open for subscription on working MAX.          4 toLINES
                                                                                          days from 10 a.m.  5 p.m. IST during the period
                       indicated above, except that the Issue may close on such earlier date or extended date as may be decided by the
                       Board of Directors of our Company or the Finance Committee, thereof, subject to relevant approvals. In the event of
                       an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the
                       prospective investors through an advertisement in a daily national newspaper with wide circulation on or before such
                       earlier or initial date of Issue closure. On the Issue Closing Date, the Application Forms will be accepted only
                       between 10 a.m. and 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be
                       permitted by the Stock Exchanges.
IIFL BONDS / NCDs Tranche II Issue ARIAL 24pt, BOLD, ALL
Contents                               Slide reference

IIFL Finance Limited                              3–5

About India Infoline Finance Limited             7 – 24

Issue Structure                                 26 – 28

Investment Considerations                           30

Annexures                                       32 – 34
IIFL BONDS / NCDs Tranche II Issue ARIAL 24pt, BOLD, ALL
IIFL - India’s leading integrated financial services
group
          Vision                                                              Core values

                                            Fairness                             Integrity                        Transparency
 To be the most respected
     financial services             in our transactions with all     of the utmost nature, in letter, in       in all our dealings with
     company in India             stakeholders, bereft of fear or      spirit, and in all our dealings     stakeholders, media, investors,
                                               favour                            with people                        and the public

          Culture of the organisation driven by “Owner mindset” where Owners work and Workers own

            IIFL’s journey - Building an integrated platform around “retail” customers over two decades

        Beginning:                         Launched                           Launched                           Listing on
     Probity Research                www.indiainfoline.com                  www.5paisa.com                       NSE & BSE
            1995                               1999                                2000                              2005

       Investment by          Investment by        Launch of IIFL Private           Building of strong    Commencement of
          Carlyle                Fairfax           Wealth Management          Institutional Equities team Lending Business

            2011                  2010                       2008                        2007                        2006
                                                                                                           Investment by
                                                                                                           Merrill Lynch

      Incorporation of IIFL           Investments by                     Acquisition of Samasta MFI
      Asset Management            CDC and General Atlantic               Demerger of 5paisa Capital

            2011                              2016                                  2017                            Today

            Regulated by multiple regulators across geographies - SEC, FSA, MAS, DFSA, RBI, SEBI, IRDA, NHB
IIFL Group Structure
                                                     Simplified Structure – Three businesses to be separately listed

                                                                                                  Promoters: 29.0%                           Others include ESOPs
                                                                                                                                              granted to employees and
                                                                                                  Fairfax: 35.4%
                                                                                                                                              constituted 20% of equity
                               (Publicly listed)                                                  Others: 35.6%                              capital as at 31 Mar 2019

                             84.5%                   CDC-15.4%                                                   De-merged entity                                                                         De-merged entity

            Products
            Home loans, Business loans, Gold                                                            Products                                                                              Products
            loans, Microfinance, Construction &                                                         Family office, AIFs, advisory and                                                     Retail and institutional broking,
            Real Estate finance, Capital Market                                                         distribution services                                                                 investment banking
            finance
                                                                                                        Catering to10,000+ high networth                                                      Customers and network
            Loan AUM                                                                                    families                                                                              2.4 Mn customers serviced from
            ₹ 349 Bn of largely retail diversified                                                                                                                                            1,400+ locations
            asset portfolio

            Financials FY19
            Income: ₹ 26.0 Bn
            PAT: ₹ 7.2 Bn                                                                       Ongoing reorganization:
                                                                                                     Will result in 3 independently run listed entities which will continue collaboration to exploit
  100.0%
                                                                                                      synergies in sourcing and cross-sell opportunities
                                                                                                     IIFL Holdings has been renamed to IIFL Finance
                                                                                                     Post reorganization shareholding of IIFL Finance - Promoters: 23.5%, Fairfax: 28.7%,
  98.4%                                                                                               CDC Group: 14.8%, Others: 33.0%

  100.0%
                   Clara Developers Pvt. Ltd.

Note: Pursuant to the transfer of Merchant Banker registration, issued under the SEBI (Merchant Bankers) Regulations, 1992, from IIFL Holdings Limited (now known as IIFL Finance Limited) to IIFL Securities Limited, as approved by SEBI vide letter dated
July 12, 2019 with continuance of registration number. Further IIFL Securities Limited is deemed to be our associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations).
Further, in compliance with the provisions of Regulation 21A and explanation to Regulation 21A of the Merchant Bankers Regulations, IIFL Securities Limited would be involved only in marketing of the Issue.
IIFL Finance(i) interest to be confined mainly to
financing business effective 30 May 2019
                                                                                                                  Promoters: 29.0%
                                                                                                                  Fairfax: 35.4%
                                                                                 (Publicly listed)                Others: 35.6%
                                                                                84.5%

                                                                                                          (ii)

                         100.0%                                                                                                               98.4%

                                                                   Products
                                                                   1. Business loans
                                                                   2. Gold loans
                                                                   3. Developer and Construction
                                                                      Finance
   Products
                                                                   4. Capital Market Financing                              Products
   1. Home Loans
   2. Business Loans (Loan against                                                                                          1. Microfinance
      property)
   3. Developer & Construction
      Finance

  Key metrics of IIFL Finance (consolidated)                                                                                                  YE Mar 2019
  AUM                                                                                                                                                ₹ 3,49 Bn
  Operating revenue                                                                                                                                    ₹ 25 Bn
  Total Comprehensive Income                                                                                                                          ₹ 7.9 Bn
  EPS - Basic                                                                                                                                          ₹ 21.40
  Networth including non-controlling interest                                                                                                        ₹ 43.7 Bn
  Book Value Per Share                                                                                                                                  ₹115.8
  ROA(iii)                                                                                                                                                2.2%
  CAR (Tier 1/ Total )(iii)                                                                                                                     16.0% / 19.2%
  NNPA/Loan loss reserves(iii)                                                                                                                     0.6%/139%
  Note:
  (i)   Formerly named as IIFL Holdings Limited
  (ii)  Clara Developers Private Limited, not forming part of core business of IIFL Finance, has been excluded
Contents                               Slide reference

IIFL Finance Limited                              3–5

About India Infoline Finance Limited             7 – 24

Issue Structure                                 26 – 28

Investment Considerations                           30

Annexures                                       32 – 34
India Infoline Finance Limited
 Company snapshot

          ₹ 3,49,035 Mn (i)                              85% Retail                           1,947                           16,779
      Assets under Management                          15% Wholesale                        Branches                         Employees
                                                                                 2.20%
           15.94% / 19.18%                              1.95% / 0.62%           Return on           18.11%                      139%
   Tier 1 / Total Capital Adequacy                  Gross NPAs / Net NPAs        Assets            Return on               Provision cover
                                                                                                     Equity

 Unique advantages of IIFL Finance

            Granular and diversified asset portfolio leading to strong asset quality

                 •Focus on small-ticket retail loans leading to low delinquencies
                 •Loan book with a track record of consistent superior quality

            Vast physical network with a large presence in Tier-2 /Tier-3 locations

                 •Large physical network providing brand visibility and connect with the customer
                 •One-stop shop for financial products facilitating capture of maximum share of customer wallet

            Well-defined processes with a strong focus on Technology

                 •Leveraged technology to streamline processes, reduce turnaround times and provide operating leverage
                 •Data driven analytical models have helped manage delinquencies

            Access to diverse sources of funding and demonstrated support from existing marquee investors

                 •Additionally, c.85% of portfolio is readily saleable to banks, providing ability to securitize and generate liquidity

Note: All financials as on 31 Mar 2019 (for FY19)
(i) Figures Rounded off to the nearest integer
Our Product portfolio
      Strategic focus on households: one stop shop to meet the financial services requirement for life

                                           AUM (₹ Mn)            Target customers                     Unique features

                                                                    Salaried / Self-employed          Focused on affordable and non-metro housing segments
                                               1,21,924
                                                                     individuals                       Leverages underwriting skills developed over time
                   HOME LOANS

                                                                    Medium, Small and                 Predominantly lending to business owners backed by cash flows
 CORE GROWTH

                                               81,159*
  SEGMENTS

                                                                     Micro Enterprises                  and collateral
                 BUSINESS LOANS

                                                                                                       Small-ticket loans with very low delinquencies
                                                61,951              Individuals                       Competitive advantage over peers given the vast branch
                   GOLD LOAN                                                                            network and segment experience

                                                                                                       High-yielding granular portfolio dominated by Self Help Groups
                                                                    Rural self-employed
                                                22,852                                                  (SHGs) of women for income generating activities
                                                                     women
                                                                                                       Presence across 16 states
                  MICROFINANCE

                                                                                                       Lending to residential projects and developers with a focus on
                                                                    Developers
 SYNERGISTIC

                                                50,549
  SEGMENTS

                   DEVELOPER &                                                                          affordable housing
               CONSTRUCTION FINANCE

                                                                                                       Loan against shares and margin funding to the clients of IIFL
                                                6,599               Individuals
                   CAPITAL
                                                                                                        Securities
               MARKETS FINANCING

                                Core growth segments account for around 85% of assets under management
Note:
(i)   Segment details as on 31 Mar 2019
(ii)  Includes Medical equipment portfolio (c.₹ 4 Bn) that has been discontinued and is on run-down
Our Key competitive edge

     1       Strong physical and digital footprint

     2       Diversified product portfolio catering to a wide customer base

     3       Strong asset quality with consistent low level of NPAs

     4       Robust financial performance

     5       Diversified funding sources and strong credit profile

     6       Well-defined processes with a strong focus on Technology

     7       Well established brand along with a strong and experienced management team
1. Vast physical network spread across the
country - 1/2
                                  c.85% of branches are in Tier 2 and Tier 3 locations

                                 Wide spread network across 25 states and over 600 locations

Number of branches                                          1,947

                                  1,161

         191

       Mar'11                    Mar'15                    Mar'19

                     Regional split of branches

                           35%                     South            North
            39%

                                                   East             West

                  11%   15%

 Branches are strategically located in business districts in small towns/cities offering a significant opportunity for India Infoline Finance
  Limited to capture the credit market in these locations

 Density of branches based on economic activity level and growth opportunity in respective states
1. End-to-end digitization through multiple
innovations – 2/2
      SOURCING
                        Propensity-based targeting built on machine learning model
                        Leads generated are communicated to individual branches to generate action
                        High conversions: More than 15x of natural response rate

                   ONBOARDING
                                        Tablet based on-boarding processes for home loans, business loans and gold loans
                                        eKYC and eSign capabilities, supported by automated eligibility checks, help in
                                         reducing operating costs and turnaround times

                          CREDIT                Analytical algorithms to support faster credit decisions through online bank
                       UNDERWRITING              statement analysis, connected score cards and automatic policy checks
 CUSTOMER
REFERENCES                                      Loan sanctioned within minutes, resulting in reduced turnaround times and
                                                 better service

                   DISBURSAL
                                        Online fulfilment process (cashless) for quick disbursal
                                        Final documents scanned, uploaded and stored in a centralized online repository
                                         for reference and audit

     COLLECTION,
     MONITORING         Automated collection management enabling paperless receipts
     AND SERVICE
                        Early warning triggers for identifying stressed accounts
2. Diversified product portfolio catering to a
         wide customer base – 1/3
                         Focus on small-ticket retail loans leading to low delinquencies – requires significant time and investment for
                         building team and develop processes
                   GNPAs (%)                                                                                                                                                Size of bubble indicates AUM
                          5.0%

                          4.0%

                                                                                                                                                                              Construction & Real Estate
                          3.0%
                                                                                Business Loans

                          2.0%
                                                                                                                                                               Capital Markets
                          1.0%                  Microfinance
                                                                                                      Home Loans
                          0.0%                                     Gold Loans
                                 -10                   0                   10                   20                     30                              40      50           Average60Ticket Size (₹ lacs)
                                                                                                                                                                                                     70
                         -1.0%

                           Home loans                                                                                                         Business loans
           ATS in ₹ Mn

                                                                                                                                ATS in ₹ Mn
                                                                   - 41%
                                             3.1
      Thousands

                                                                                                                                                        8.9
                                                                                                                          Thousands
                                                                                                                                                                    - 74%
Onboarding

                                                                                                                     Onboarding

                                                                                        1.8

                                                                                                                                                                                     2.3

                                           FY16                                       FY19                                                             FY16                        FY19

                         Note:
                         (i)   Does not include Medical equipment portfolio (c.₹ 3.9 Bn.) that has been discontinued and is on run-down
2. Strategic focus of small ticket loans for
households across all retail businesses – 2/3
         Benefits of granularity and diversification borne out in low net NPA level and pricing power

                                                                                                         Portfolio                     Average
                                                                  AUM         AUM CAGR                                  Portfolio   Ticket Size
                                                                                                           Share                                  NNPA%
                                                                 (₹ Bn)         (3 Yr) %                                 Yield %
                                                                                                                %
                                                                                                                                        (₹ Mn)

Home Loans                                                        121.9                   65%                    35%      10.3%             1.8    0.7%

Gold Loan                                                           61.9                  29%                    18%      18.1%           0.06     0.1%

Business Loans                                                      81.2                  17%                    24%      15.7%             2.3    1.0%

Micro-finance                                                       22.9                184%                      7%      20.3%           0.02     0.1%

Developer & Construction Finance                                    50.5                  16%                    14%      17.1%          212.0     0.0%

Capital Market Financing                                              6.6                   n/a                   2%      12.3%          ~14.0     0.0%

Total                                                             345.0                   27%                    100%     14.7%                    0.5%

Note:
(i)   Does not include Medical equipment portfolio (c.₹ 3.9 Bn.) that has been discontinued and is on run-down
(ii)  Average ticket size refers to onboarding ticket sizes
(iii) Overall NNPA including Medical Equipment portfolio is 0.6%
2. Increasing diversification across products
and customers – 3/3
                                     Business mix shifting towards retail assets of superior quality

Diversified portfolio disperses exposure and balances cyclical vagaries
 AUM               33                             99                           162                           223                           349
(₹ Bn)                                                                                                                                                       Commercial vehicle finance (i)
                   4%                            1%                                                           1%                            7%               Microfinance
                   6%                           10%                             8%
                                                                                                             14%
                                                                                                                                           14%               Developer & Construction Finance
                                                                               20%                           14%
                  36%                                                                                                                      18%                Gold loans
                                                44%                                                          13%
                                                                               25%

                                                 3%                             5%                           25%                           35%                Home loans
                                                13%                            16%
                  54%                                                                                         5%
                                                                                                                                            2%                Capital markets financing
                                                30%                            26%                           28%                           24%                Business loans

                  FY11                          FY13                          FY15                          FY17                           FY19
Well-diversified across geographic regions                                                               Limited concentration of exposure to large borrowers
             AUM composition (as on March 31, 2019)
                                                                                                                                 AUM split on 31 Mar 2019
                                                       Mumbai,
          Others, 23%                                   15%
                                                                                                                                     9%

                                                                                                                                                                       Exposure to 20 largest
    Madhya                                                       Delhi, 13%                                                                                                  24.0
                                                                                                                                                                       borrowers
  Pradesh, 5%                                                                                                                                                              76.0
                                                                                                                                                                              %
                                                                                                                                                                            %
    Uttar                                                                                                                                                              Others
 Pradesh, 6%                                                    Rest of Maharashtra
  Karnataka, 6%                                                    + Goa, 11%
                     Andhra                                                                                                 91%
                                                          Gujarat, 11%
                   Pradesh, 9%
Note: (i) The Company entered into a Business Transfer Agreement dated February 03, 2019 with IndoStar Capital Finance Limited to sell the vehicle finance business, as a going concern by way of a slump sale.
3. Strong asset quality with consistent low level
of NPAs – 1/2
    NPAs have been maintained at low levels despite adverse changes in the environment - introduction of NPL new
                 recognition norms from FY15, demonetization of currency and introduction of GST

 Net NPAs (maintained below 1%)

                                                                        Demonetization
                                                                                                               GST
                                        Change in NPA
                                      recognition norms

                                          0.5%                           0.5%                           0.6%         0.6%
                                                                                                                            0.5%
           0.3%

           FY14                           FY15                           FY16                           FY17         FY18   FY19

 Gross NPAs (maintained below 2%)

                                                                        Demonetization                                         180 dpd
                                                                                                               GST
                                         Change in NPA                                                                             1.0%
                                       recognition norms
                                                                                                                                      (i)
                                                                                                        1.8%         1.7%   1.7%
                                                                         1.4%
                                          1.3%
           0.9%

           FY14                           FY15                           FY16                           FY17         FY18   FY19

 Consistently low level of write-offs: averaging ~0.5% of Assets under Management over last 10 years

Note:
(i)   Does not include Medical equipment portfolio (c.₹ 4 Bn) that has been discontinued and is on run-down
(ii)  FY19 & FY18 numbers are as per IndAS
3. Stable asset quality across products – 2/2

                                 Credit quality has been steady across key product segments through cycles
                                                      Core growth segments                                                                        Synergistic segments

                               Home loans                                               Business loans                                      Construction & Real Estate finance

             Gross NPAs (%)                                                    Gross NPAs (%)                                              Gross NPAs (%)

                                                                                                                                                                            4.4%

                                                                   Thousands

                                                                                                                               Thousands
             1.2%
                                                                               3.1%
                        0.8%                   0.7%       0.8%                                  2.5%
                                   0.7%                                               2.1%                           2.2%                                          2.4%
                                                                                                          1.7%

                                                                                                                                           0.4%    0.6%     0.7%

             FY15       FY16        FY17       FY18       FY19                 FY15   FY16      FY17      FY18       FY19                  FY15    FY16     FY17   FY18     FY19

                               Gold loans                                                Microfinance                                             Capital markets finance

             Gross NPAs (%)                                                    Gross NPAs (%)                                              Gross NPAs (%)
Thousands

                                                                                                                                                            4.9%

                                                                                                                               Thousands
                                                                                                                                                   2.6%
             0.8%                                                                                        0.8%                                                               1.5%
                        0.6%                                                   0.5%             0.5%                0.5%                   0.9%
                                   0.4%        0.3%       0.2%                        0.2%                                                                         0.0%

             FY15       FY16       FY17        FY18       FY19                 FY15   FY16      FY17     FY18       FY19                   FY15    FY16     FY17   FY18     FY19
            Note:
            (i)   Gross NPAs for FY18 and FY19 are as per IndAS (include securitized assets); other numbers are as per IGAAP
4. Robust financial performance

                     Consistent track record of high profitability, returns and strong balance sheet

           Yield, Cost of funds, NIM                                       Return on Assets (%)                                 Non-performing assets

          Interest yield (%)          Cost of funds (%)                                                                         Gross NPAs (%)        Net NPAs (%)
          NIM (%)
                                                                                                              2.2%                          1.8%                        (i)
                                                                                                     2.1%                                              1.7%      1.7%
  18.9%                                                            2.0%                  2.0%
               16.2%       16.6%      15.6%       15.7%                       1.9%                                               1.4%
                                                                                                                      1.3%
  11.1%        10.2%       9.4%       8.4%        8.9%
                                                                                                                         0.5%       0.5%       0.6%       0.6%
                                                                                                                                                                     0.5%
   7.1%         6.2%       6.5%       6.3%        7.2%

   FY15        FY16        FY17       FY18        FY19            FY15       FY16        FY17       FY18      FY19     FY15       FY16       FY17       FY18      FY19

                        PAT (₹ Mn)                                         Return on Equity (%)                                 Capital adequacy ratios

                                                                                                              18.1%                Tier 1               Tier 2
                                                  7,174           16.9%      16.9%
                                                                                        15.2%       15.0%                                   20.7%
                                                                                                                                                                 19.2%
                                                                                                                      18.0%       17.7%      2.6%
                                       4,632                                                                                                            16.3%     3.2%
                           4,232                  7,174
                                                                                                                       6.8%       6.1%
                3,387                                                                                                                                    1.4%
   3,012
                           4,232      4,632
                3,387                                                                                                                       18.1%
   3,012                                                                                                                                                15.0%    16.0%
                                                                                                                      11.3%       11.7%

  FY15         FY16        FY17       FY18        FY19            FY15       FY16        FY17       FY18      FY19    FY15        FY16      FY17        FY18     FY19

Note:
(i)   Does not include Medical equipment portfolio (c.₹ 4 Bn) that has been discontinued and is on run-down
(ii)  FY18 and FY19 figures are as per IndAS
5. Diversified funding sources and strong credit
profile – 1/3
   Resource profile is well diversified, with increasing share of securitized assets and bank loans
Split of funding

 Borrowings          202                             287                              350
   (₹ Bn)                                                                                            Collateralized Lending &
                     4%                               2%                                             Borrowing Obligations
                                                                                      12%            Commercial Paper
                     17%
                                                     30%

                     7%                                                               24%            Assignment

                     7%
                                                      8%                               3%            Securitization
                                                      5%

                     32%                                                              23%            Non Convertible Debenture
                                                     24%
                                                                                       5%            NHB Refinance
                     1%
                                                      3%

                     32%                                                              34%            Term Loans
                                                     29%

Year                Mar-17                         Mar-18                           Mar-19
Cost of funds        9.4%                           8.4%                             8.9%

 Dependence on short term sources of funding, like Commercial Paper, has reduced in the last year
5. Robust liquidity position with adequate buffer
 - 2/3
                          Positive ALM mismatch across all buckets and comfortable liquidity position

   ₹ Bn                    Cumulative Outflow                  Cumulative inflow          Surplus         []     Cumulative mismatch as a % of cumulative outflow

             46%                 26%              13%                 13%           36%              52%                 12%             5%              0%
                                                                                                      66
                                                                                                                                                      341 341

                                                                                                                                            290
                                                                                                                                      276
                                                                                                                             263
                                                                                     37                                235

                                                                                                           193            28
                                                                         21
                                                                                         139
                                                                                                    127                                   14
                                    13                                    108      102
                10                                   10             88
                                                          85
                                                75
                                         63
                               50                                                                                                                         0
           21        31

Up to  14 days                1 month          2 months            3 months       6 months          1 year             3 years        5 years           All

    Conservative approach to liquidity, keeping a margin of safety (surplus)
    Shorter maturity assets enable easier matching of liabilities

   Committed but undrawn credit lines from banks and institutions of ₹ 23.8 billion equivalent were available as on 31
                                      July 2019 as an additional liquidity buffer

 Note:
 (i)   Liquidity position as on 31 Mar 2019
5. Comfortable liquidity position – 3/3

 • IIFL Finance continues to maintain its domestic rating level with ICRA and CRISIL
 • Raised long term funding in H2FY19 despite sector-wide liquidity crunch

Type of debt raised (₹ Bn)                                                       Q1FY19             Q2FY19             Q3FY19             Q4FY19
Long term (NCDs + Term loans / Refinance)                                          34.3               37.3               21.2               19.3
Securitization/ Direct assignment                                                  22.7               14.0               53.2               25.6
Total                                                                              57.0               51.4               74.4               45.0

 Steady growth in the face of tough liquidity environment

                                                                   AUM growth (QoQ)

                                                              14.1%
                             11.6%
                                                                                  8.1%               8.1%                                   7.6%
        4.7%                                    4.8%
                                                                                                                         1.4%

     Q1FY18                 Q2FY18             Q3FY18        Q4FY18              Q1FY19             Q2FY19             Q3FY19             Q4FY19

  Co-lending as an effective funding strategy going forward offers an additional liquidity avenue
         Win-win proposition for the partner bank and IIFL Finance – High credit quality retail PSL asset with zero risk weight (Gold) for the bank
          and high RoE for IIFL Finance

 Note :
 (i)    Growth of AUM excluding CV portfolio
6. Well-defined processes: Risk response
mechanisms – 1/2
                      Multi-level credit committees to consider medium to large proposals
 Credit, Liquidity
 & Finance Risk       Risk Management Committee and Asset Liability Management (ALCO) to
                       review policies, systems & controls

                      Periodic reviews of risks such as cybercrimes, data leakage, business
                       continuity etc.
Technology Risk
                      Processes & tools for vigilant monitoring, audit logging and suspicious activity
                       reporting

                      Knowledgeable & experienced professionals in compliance, legal & audit functions

Compliance Risk       Implementation of business-specific Compliance Manual, limit monitoring systems
                       & ALM/KYC policies

                      Support functions trained on regulatory compliances

                      Independent Fraud Control Unit, Operational Risk (OR) and Internal Audit (IA)
                       functions to evaluate fraud & operational risks
   Fraud &
Operational Risk      Periodic reviews of processes & controls and updation of systems

                      Effective segregation of duties ensured and regular employee trainings
6. Strong risk management framework under the
Board’s direct supervision – 2/2
   Multi-level risk governance for efficient monitoring and control of product and entity level risks

          Scope                                 Board of directors                           Authority

 Risk Strategy & Advisory
  on Risk Appetite                                                                           Empower
 Approve large-ticket
  cases                        Risk          Board Credit   Information    Asset Liability
                             Committee        Committee       Security      Committee

                                           Audit               Environment, Social &
 Risk policies
                                         Committee                  Governance
 Controls & Review
                                                                                             Oversee
 Organizational
  communications

 Process definition
                                              CRO                             CCO
                             Credit Policy          Operational Risk                         Formulate
 Policy formulation                                                       Compliance
                              Committee               Committee

 Policy implementation
 Risk monitoring &            Credit Underwriting                                           Execute
  reporting                                                      Business Functions
                               Fraud Control Unit

 Independent reviews
 Reporting to Board                                                                          Check
  Committees                      Internal Audit Department + Risk Analytics
7. Well established brand led by an independent
and illustrious Board
     V. K. Chopra, Chairman
                                                            Nagarajan Srinivasan, Non Executive Director
      Chartered Accountant and Former Whole-Time
                                                             Head of South Asia, CDC Advisers
       Member, SEBI
                                                             More than 30 years of investing and financial
      Former Chairman & MD - Corporation Bank
                                                              services experience
       and SIDBI

     Chandran Ratnaswami, Non Executive Director            Sumit Bali, Executive Director & CEO
      Managing Director, Hamblin Watsa Investment           MBA from IIM Ahmedabad
       Counsel Ltd.
                                                             More than 24 years of banking experience,
      Director & CEO, Fairfax India Holdings Corporation     including heading the retail asset portfolio of Kotak
      MBA from University of Toronto, B. E from IIT          Mahindra Bank
       Madras

     Nirmal Jain, Whole-time Director
                                                            Nilesh Vikamsey, Independent Director
      MBA from IIM Ahmedabad, rank-holder CA
                                                             Senior Partner at Khimji Kunverji & Co
       and Cost Accountant. Worked with Unilever for
       5 years                                               Past President of The Institute of Chartered
                                                              Accountants of India
      Founded and led IIFL since 1995

     R Venkataraman, Non Executive Director                 Geeta Mathur, Independent Director
      MBA from IIM Bangalore, B-Tech from IIT               Co-chair for the India Chapter of Women Corporate
       Kharagpur                                              Directors Foundation
      Worked with ICICI Bank, Barclays, GE Capital          Chartered Accountant with over 20 years of
                                                              experience as a Finance professional
      Co-founder of IIFL
Current credit rating

        CRISIL             ICRA          BRICKWORK

       Long Term:        Long Term:        Long Term:
       CRISIL AA          ICRA AA          BWR AA+
     Outlook: Stable   Outlook: Stable   Outlook: Stable

       Short Term:       Short Term:
                                                -
       CRISIL A1+         ICRA A1+
Contents                               Slide reference

IIFL Finance Limited                              3–5

About India Infoline Finance Limited             7 – 24

Issue Structure                                 26 – 28

Investment Considerations                           30

Annexures                                       32 – 34
Issue structure

    Issuer       India Infoline Finance Limited (“Company” or “Issuer”)

                 Public Issue of secured and/or unsecured Redeemable Non-Convertible Debentures of
 Instrument &
                 face value of Rs.1,000/- each for an amount of ₹ 100 Crores (Base Issue Size) with an
   Issue Size    option to retain oversubscription up to ₹ 900 Crores aggregating up to ₹ 1,000 Crores

                 CRISIL AA/Stable | ICRA AA (Stable) | Brickwork AA+/Stable
 Credit Rating   Instruments with such ratings are considered to have a high degree of safety
                 regarding timely servicing of financial obligations and carry very low credit risk

                  For the purpose of onward lending, financing and for repayment / prepayment of
   Use of          interest and principal of existing borrowings – At least 75% of the Net Proceeds of
  Proceeds         the Issue
                  For General Corporate Purposes – up to 25% of the Net Proceeds of the Issue

   Tranche II    Tranche II Issue Opens: 06.08.2019
 Issue Period    Tranche II Issue Closes: 30.08.2019

  Listing &       Proposed to be listed on BSE and NSE
 Depositories     NSDL and CDSL
Specific terms & conditions of the issue

Series                                           I                II               III               IV                 V                 VI
Frequency of Interest
                                              N.A.           Quarterly           N.A.             Annual           Monthly              N.A.
Payment
Minimum Application                                                    ₹ 10,000 (10 NCDs) across all series
Face Value/ Issue Price
                                                                                  ₹ 1,000/- (1 NCD)
(₹ / NCD)
                                                               39                                 39                                   69
Tenor                                     15 months                          39 months                            69 months
                                                              months                             months                               months
Coupon (% per annum) for
                                              N.A.             9.50%             N.A.             9.85%             10.00%              N.A.
all Categories
Effective Yield (% per
                                            10.00%             9.84%            9.85%             9.85%             10.47%            10.50%
annum) for all Categories
Amount (₹ / NCD) on
                                           1,126.75          1,000.00         1,357.33          1,000.00           1,000.00          1,776.16
Maturity
                                                                                                                 Unsecured Redeemable
                                                          Secured Redeemable
Nature of Indebtedness                                                                                              Non-Convertible
                                                        Non-Convertible Debentures
                                                                                                                      Debentures
Mode of Interest Payment                                                Through various modes available

Note: Our Company shall allocate and allot Series IV NCDs wherein the Applicants have not indicated the choice of the relevant NCD Series.
      Our Company shall allocate and allot Series VI NCDs wherein the Applicants have not indicated the choice of relevant Unsecured NCD Series.
Issue team

Lead Managers

Banker

Registrar

Debenture Trustee

Stock Exchanges
Contents                               Slide reference

IIFL Group                                        3–5

About India Infoline Finance Limited             7 – 24

Issue Structure                                 26 – 28

Investment Considerations                           30

Annexures                                       32 – 34
Investment considerations
 Return
     10.50% p.a. highest yield for all categories, for tenor of 69 months with frequency of annual
      payment
 Tenor and Frequency
     Tenors of 15 months, 39 months and 69 months available with various interest payment options like
      monthly, annual and cumulative
 Liquidity
     Proposed to be listed on BSE Ltd and NSE. (BSE shall be the designated Stock Exchange)
     Trading will be in dematerialized form only
 Taxation
     No TDS since the holding will be in demat mode

 Safety
     Instrument rated AA with Stable Outlook - carrying high degree of safety regarding timely servicing
      of financial obligations

 Allotment on first come first serve basis
     For further details refer to section titled “Issue Related Information” on page 242 of the Tranche II
      Prospectus dated July 30, 2019. Allotment in the public issue of debt securities should be made on
      the basis of date of upload each application into the electronic book of stock exchange. However
      on the date of oversubscription, the allotment should be made to the applicants on proportionate
      basis.
Contents                               Slide reference

IIFL Finance Limited                              3–5

About India Infoline Finance Limited             7 – 24

Issue Structure                                 26 – 28

Investment Considerations                           30

Annexures                                       32 – 34
Statement of Profit and Loss

Statement of Profit and Loss
                                          FY15       FY16       FY17       FY181      FY191
(₹ Mn)

Interest income                          22,615     24,906     29,212     36,823     47,857

Interest expenses                       (13,763)   (16,064)   (17,894)   (20,880)   (25,857)

Net interest income                       8,852      8,841     11,318     15,942     22,000

Other income                              1,183      2,410      2,468      2,764      2,984

Exceptional Item                                                                      1,046

Operating expenses                       (4,475)    (4,956)    (5,535)    (7,472)   (11,712)

Credit costs and Provisions              (1,045)    (1,087)    (1,759)    (4,369)    (3,791)

Profit before tax                         4,515      5,209      6,492      6,866     10,527

OCI                                           0          0          0        (15)     (102)

Tax expense                              (1,502)    (1,822)    (2,260)    (2,219)    (3,253)

Profit after tax                          3,012      3,387      4,232      4,632      7,174

Note :
FY18 (re-casted) & FY19 as per Ind AS
Balance Sheet FY18-19

        ASSETS (₹ Mn)                     FY18      FY19     EQUITY AND LIABILITIES (₹ Mn)      FY18      FY19
Financial Assets                                            Financial Liabilities
Cash and bank balances                   15,188    25,201   Debt Securities                   138,038   105,776
                                                            Borrowings (Other than Debt
Receivables                                341     20,542                                     111,080   143,988
                                                            Securities)
Loans                                   285,651   272,701   Subordinated Liabilities           13,910    16,029
Investments                               8,937     2,719   Other financial Liabilities        17,636    21,098
Other Financial assets                    1,697     2,576

Non-financial Assets                                        Non-financial liabilities
Current tax assets (Net)                  1,342       866   Current tax liabilities (Net)         638      519
Deferred tax Assets (Net)                 3,181     3,299   Provisions                            227      361
Investment Property                       2,451     2,634   Other non-financial liabilities     1,346      970
Property, Plant and Equipment               698     1,020
Capital work-in-progress                     42        68   Equity
Goodwill                                    107         0   Equity and Share Capital            2,807     2,809
Other Intangible assets                      17        23   Other Equity                       34,078    40,321
Other non-financial assets                  142       267   Non-controlling interest               33        44

Total Assets                            319,794   331,915   Total Liabilities and Equity      319,794   331,915

Note :
FY18 (re-casted) & FY19 as per Ind AS
Balance Sheet FY15-18 (as per IGAAP)
Balance Sheet (₹ Mn)                                                        FY15          FY16      FY17      FY18
EQUITY AND LIABILITIES
Equity Share Capital                                                      2,372           2,372     2,372     2,807
Preference Share Capital                                                  3,250           3,250     1,183         -
Reserves and surplus                                                     16,815          19,019    31,894    36,478
Minority interest                                                         1,179               0        37        37
Shareholders’ funds                                                      23,616          24,640    35,486    39,323
Long term borrowings                                                     91,793          86,307   107,013   103,602
Non-current Liabilities                                                  93,433          88,000   110,018   105,974
Short term borrowings                                                    34,007          33,547    54,003    98,283
Other current liabilities                                                19,208          45,466    34,170    65,818
Current liabilities (ii)                                                 54,402          80,233    89,722   165,754
Equity and Liabilities (total)                                          171,451         192,873   235,226   311,050
ASSETS
Fixed assets                                                                736             604       578       760
Non-current investments                                                   5,088           4,257    10,687    13,720
Long term loans and advances                                             51,393          91,296   125,364   173,205
Non-current assets                                                       58,382          97,668   138,467   190,836
Current investments                                                       7,145           3,202    10,352     8,866
Cash and cash equivalents                                                10,662           6,037    19,897    13,546
Short term loans and advances                                            92,450          82,981    61,831    92,872
Other current assets                                                      2,384           1,912     2,949     4,588
Current assets                                                          113,069          95,206    96,759   120,214
Assets (total)                                                          171,451         192,873   235,226   311,050
Note :
(i) Figures are as per IGAAP
(ii) All line items not included in the table. Total may not add up to the line items
Disclaimer
*For further details refer to section titled “Issue Related Information” on page 242 of the Tranche II Prospectus dated July 30, 2019. Allotment in the public issue of debt securities should be
made on the basis of date of upload of each application into the electronic book of the stock exchanges. However, on the date of oversubscription, the allotments should be made to the
applicants on proportionate basis.
***The Tranche II Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated above, except that this Tranche II Issue
may close on such earlier date or extended date as may be decided by the Board of Directors of our Company or the Finance Committee, thereof, subject to relevant approvals. In the event of
an early closure or extension of this Tranche II Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a daily national
newspaper with wide circulation on or before such earlier or initial date of Issue closure. On the Tranche II Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3
p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by the Stock Exchanges. For further details, please refer to our section titled “General
Information” on page 45 of the Shelf Prospectus and page 18 of the Tranche II Prospectus.
For further details please refer Shelf Prospectus dated January 11, 2019 and Tranche II Prospectus dated July 30, 2019.
DISCLAIMER:
India Infoline Finance Limited, subject to market conditions and other considerations is proposing a public issue of secured and unsecured redeemable non-convertible debentures (“NCDs”) and
has filed the Shelf Prospectus dated January 11, 2019 and the Tranche II Prospectus dated July 30, 2019 (“Prospectus”) with the Registrar of Companies, Maharashtra at Mumbai, National Stock
Exchange of India Limited, BSE Limited and SEBI. The Prospectus is available on our website at www.iifl.com, on the website of the stock exchanges at www.nseindia.com, www.bseindia.com,
on the website of SEBI at www.sebi.gov.in and the respective websites of the lead managers at www.edelweissfin.com, www.iiflcap.com www.icicisecurities.com and www.trustgroup.in.
Investors proposing to participate in the issue, should invest only on the basis of the information contained in the Prospectus. Investors should note that investment in NCDs involves a high
degree of risk and for details relating to the same, please refer to Prospectus, including the section on “Risk Factors” beginning on page 18 of the Shelf Prospectus and on page 28 of the Tranche
II Prospectus.
DISCLAIMER CLAUSE OF BSE: It is to be distinctly understood that the permission given by BSE should not in anyway be deemed or construed that the Prospectus has been cleared or approved
by BSE nor does it certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Prospectus for the full text of the Disclaimer Clause
of the BSE.
DISCLAIMER CLAUSE OF USE OF BSE ELECTRONIC PLATFORM: It is to be distinctly understood that the permission given by the BSE to use their network and software of the Online system
should not in any way be deemed or construed as compliance with various statutory requirements approved by the Exchange; not does it in any manner warrant, certify or endorse the
correctness or completeness of any of the compliance with the statutory and other requirements; nor does it take any responsibility for the financial or other soundness of this Company, its
promoters, its management or any scheme or project of this Company.
DISCLAIMER CLAUSE OF NSE: It is to be distinctly understood that the permission given by NSE should not in anyway be deemed or construed that the Offer Document has been cleared or
approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of
the Disclaimer Clause of the NSE.
DISCLAIMER CLAUSE OF USE OF NSE ELECTRONIC PLATFORM: It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the
Prospectus has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the
Prospectus for the full text of the Disclaimer Clause of NSE.
DISCLAIMER CLAUSE OF BRICKWORK: Brickwork Ratings has assigned the rating based on the information obtained from the issuer and other reliable sources, which are deemed to be
accurate. Brickwork has taken considerable steps to avoid any data distortion; however, it does not examine the precision or completeness of the information obtained. The rating assigned by
Brickwork should be treated as an opinion rather than a recommendation to buy, sell or hold the rated instrument and Brickwork shall not be liable for any losses incurred by users from any use
of this report or its contents. Brickwork has the right to change, suspend or withdraw the ratings at any time for any reasons
DISCLAIMER CLAUSE OF CRISIL: CRISIL ratings reflects CRISIL's current opinion on the likelihood of timely payment of the obligations under the rated instrument and CRISIL does not guarantee
the accuracy, adequacy or completeness of the information reviewed. CRISIL ratings are not a recommendation to invest / disinvest in any and should not be construed as an expert advice or
investment advice or any form of investment banking within the meaning of any law or regulation. CRISIL is not responsible for any errors and especially states that it has no financial liability
whatsoever to the subscribers/users/transmitters/distributors of this product.
DISCLAIMER CLAUSE OF ICRA: An ICRA rating is a symbolic indicator of ICRA's current opinion on the relative capability of the issuer concerned to timely service debts and obligations, with
respect to the instrument rated. ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA ratings are subject to a process of surveillance,
which may lead to revision in ratings. ICRA in particular makes no representation or warranty, express or implied as to the accuracy, timelines or completeness of any such information. All
information contained herein must be construed solely as statement of opinion, and ICRA shall not be liable for any losses incurred by users from any use of this publication or its contents.
Thank you

India Infoline Finance Limited (IIFL), CIN: U67120MH2004PLC147365, Regd. Office: 802, 8th Floor, Hubtown Solaris, N. S. Phadke Marg,
Vijay Nagar, Andheri East, Mumbai – 400069, Tel: (91-22) 6788 1000 Fax: (91-22) 6788 1010. E-mail: reach@iifl.com Website: www.iifl.com
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