ROADSHOW PRESENTATION February 2019 1 Disclaimer THIS DOCUMENT - - PowerPoint PPT Presentation

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ROADSHOW PRESENTATION February 2019

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Disclaimer

THIS DOCUMENT AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. The Information has been prepared to assist the recipients in making their own assessment of Shriram Transport Finance Company Limited and its subsidiaries (the “Company”) and does not purport to contain all of the information that may be required. The Company makes no representation or warranty as to the accuracy or completeness of any information contained herein, including any estimates or projections, and nothing contained herein should be relied upon as a promise or a representation regarding future events or performance. No responsibility or liability is assumed for any information contained herein or opinions or for any errors or omissions from this document. All information presented or contained in this document is subject to verification, correction, completion and change without notice. The information contained in this document should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date of this document. None of the Company or Barclays Bank PLC, Deutsche Bank AG, Singapore Branch, Emirates NBD Bank PJSC, The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan Securities plc, ING Bank N.V., Singapore Branch and Standard Chartered Bank (the “Managers”) nor any of their respective affiliates, advisers or representatives is under any obligation to keep current the information contained in this document and any opinions expressed in it are subject to change without notice. None of the Company, the Managers nor any of their respective affiliates, advisers or representatives accept any liability whatsoever (whether in contract, tort, strict liability or otherwise) for any direct, indirect, incidental, consequential, punitive or special damages howsoever arising from any use of this document or its contents or otherwise arising in connection with this document. Certain statements in this document may constitute "forward-looking statements". These statements reflect the Company’s beliefs and expectations about the future and are subject to risks and uncertainties. These forward-looking statements are based on a number of assumptions about the Company’s

• perations and factors beyond the Company’s control, and accordingly, actual results may differ materially from these forward-looking statements.

This document does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. Any decision to purchase the Company’s securities in the context of an offering (if any) should be made solely on the basis of information contained in the offering documentation published in relation to such offering. This document should not be regarded by recipients as a substitute for the exercise of their own judgment and the merit and suitability of an investment in the Company

• r any of its securities should be independently evaluated.

THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH AN OFFERING IS RESTRICTED OR PROHIBITED. The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning

• f Directive 2002/92/EC (“IMD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document

required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

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Contents

1. Transaction Overview

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2. Attractive Industry Dynamics

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3. Company Overview

10

4. Key Credit Highlights

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5. Financial Summary

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6. Appendix

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4

Presenters

Umesh Revankar Chief Executive Officer

• Associated with Shriram Group

for over 24 years

• Associated with Shriram Group

for about 3 decades Parag Sharma Chief Financial Officer

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• 1. Introduction

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• 1. Key Transaction Summary

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Key Transaction Summary

Terms Details Issuer

• Shriram Transport Finance Company Limited (“STFC”)

Issue

• Fixed rate, senior secured US$ bonds

Size

• Benchmark

Tenor

• [ ]

Security

• Charge on a specified pool of receivables exclusively earmarked for this issuance

Expected Issue rating

• BB+ / BB+ (S&P / Fitch)

Use of proceeds

• Onward lending and other activities as may be permitted by the ECB Directions, in accordance with the approvals granted by the RBI

Maintenance Covenants Included but not limited to:

• Security Coverage Ratio >= 1.0
• Security will at all times consist of Standard Assets

Distribution

• Reg S only

Listing

• Singapore Stock Exchange

Governing Law

• English Law

Joint Global Coordinators and Bookrunners

• Deutsche Bank, HSBC, ING, Standard Chartered Bank

Joint Bookrunners

• Barclays, Emirates NBD Capital, J.P. Morgan

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• 1. Introduction

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• 2. Attractive Industry Dynamics

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NBFC Sector is an Integral Part of India’s Credit Market

…while being governed by a robust regulatory framework Shriram is a leader in the NBFC Asset Financing space India’s under penetrated credit market is witnessing an increasing share of NBFCs...

Parameter Banks2 NBFC Tier I Capital Ratio1 7% 10% Capital to Risk Assets Ratio (CRAR) 1 9% 15% Definition of NPA Non-payment for 90 days Non-payment for 90 days

• 1. NBFC – Non deposit taking – Systematically important (asset size > INR 500 crore) and NBFC – Deposit

Taking would have to comply with the norms

• 2. Does not include Capital Conservation Buffer

206% 171% 151% 136% 116% 56% 40% China Singapore United States Malaysia Thailand India Indonesia 13% 16% 19% FY13 FY17 FY20E

Credit to GDP ratio NBFC share in India’s credit market

Source: BIS research, as of June 2018 Source: “Non-banks share of credit pie to increase 300 bps in 3 years” CRISIL, September 2018 Source: S&P Rating Report

Market share of 25 – 27% in pre-owned Commercial Vehicle (CV) financing

Abbreviations: NBFC – Non-Banking Finance Company

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Positive Outlook for Commercial Vehicle (CV) industry

Demand for CVs to pick up in the upward cyclical trend

Source: Company filings

Strong Industry Potential Company’s Growth Strategy

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Second hand truck financing market is under penetrated with 55- 60% of the market with private financiers charging high interest rates



Stricter emission norms and legislative pressure on banning trucks

• lder than 15 years to trigger replacement demand

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Greater demand from e-commerce / logistics companies

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Improvement of road infrastructure and growing freight capacity



Build partnerships with private financiers in the unorganized market to leverage their local know-how

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Introduction of top-up products like finance for tyres, working capital and engine replacement

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Increase penetration into rural and urban centres

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Economies of scale - incremental cost of new products is low

700 790 810 890 610 680 710 860 2014-15 2015-16 2016-17 2017-2018 Units (000s) Production Demand

Source: Society of Indian Automobile Manufacturers (SIAM)

Domestic CV sales / production trend

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• 1. Introduction

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• 3. Company Overview

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STFC- India’s Largest Asset Financing NBFC and a Pioneer in Pre-owned Commercial Vehicle Financing

46.4% 21.6% 22.9% 3.7% 0.1% 5.4%

HCV M&LCV Passenger Vehicles Tractors Equipment Finance Business loan and others US$ 14.9bn

1 - India Ratings (Fitch Subsidiary), CRISIL (S&P Subsidiary) and CARE 2 - India Ratings, CRISIL, CARE

2.01 mn Customers 26,256 Employees 1,348 Branches, 885 Rural Centers 16,236 Field Officers 500 Private financiers US$ 3.4 bn Market Cap3 A1+ (Highest) Short Term Rating2 BB+ International Rating4

Source: Company filings The Company moved from IGAAP reporting to IND-AS from 1 April 2018 onwards NPA numbers for Dec 2018 as per IGAAP FX rate: USDINR = 69.79, as of 31 December 2018; Abbreviations: AUM - Assets Under Management

Strong track record of operating history and consistent profitability for 40 years Key highlights (as of 31 Dec 2018)

AUM split as of 31 Dec 2018

7.47% 16.92% 19.72% 2.78% NIM (Dec'18) RoE (Dec'18) CRAR (Dec'18) Net NPA (Dec'18)

STFC has grown at double digit CAGR over the last 5 years…

Net worth (US$ bn) 1.0 1.8 2.1 Mar'13 Mar'18 Dec'18 7.2 13.7 14.9 Mar'13 Mar'18 Dec'18 AUM (US$ bn)

...with strong returns and sound asset quality AA+ Long Term Rating1

3 – as of 28 Jan 2019 4 – S&P and Fitch (One notch below sovereign)

Optimum Asset Mix

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 Divestment of Shriram Automall India Limited by selling a controlling stake

• f 55.44%

Key Milestones and History of Collaborative Growth

 STFC was established  Initial Public Offering  Investment from Tata Motors & Ashok Leyland  Tied up with Citicorp for CV financing  1st securitization transaction by STFC

• 2002: Preferential

allotment to Citicorp Finance (India)

• 2004: Preferential

allotment to Axis Bank and Reliance Capital

• 2005: Investment from

ChrysCapital

• 2006: Investment from TPG
• 2006: Merger of Shriram

Investment Ltd. and Shriram Overseas Finance Ltd. with STFC; PAT crosses INR 1bn

• Successfully placed

INR 10bn of NCD with domestic investors  Purchased hypothecation loans from GE Capital worth c. INR 11bn

• Successfully

raised INR 5.84bn through QIP 2009 1999 2002-04 2010 1984 1979 1990 2005-06  India Ratings & Research Long- Term Rating upgraded to IND ‘AA+’  CRISIL upgraded long-term debt rating to ‘CRISIL AA+/FAAA/Stable' 2011 2013  Introduced Shriram Automall  AUM crosses INR 500bn  Successfully raised INR 13.5bn through issuance of ‘Masala Bonds’ – Senior Secured Rupee Denominated Bonds’ listed on Singapore Stock Exchange

Source: Company filings Abbreviations: NCD - Non Convertible Debenture

 Successfully raised INR 11.60bn through issuance of ‘Masala Bonds’ – listed on Singapore Stock Exchange 2018-19 2015-16 2017  Successfully raised INR 36.48bn, INR 6.07bn and INR 5.37bn through public issue of bonds  Successfully raised ECB of US$350mn

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Diversified & High Quality Institutional Ownership

Key Shareholders Current Shareholding (mn) % Shriram Capital Limited 59.17 26.08 Piramal Enterprises Limited 22.6 9.96 Sanlam Life Insurance Limited 6.76 2.98 Abu Dhabi Investment Authority (sub accounts) 4.04 1.78 New World Fund Inc 3.25 1.43 Societe Generale 3.20 1.41 Stichting Depositary APG EM Equity Pool 2.95 1.30 Government Pension Fund Global 2.94 1.30 Smallcap World Fund, Inc 2.73 1.20 Vanguard Emerging Markets Stock Index Fund 2.63 1.16 Public & Others 116.61 51.40 Total 226.88 100.00

Ownership (as of 31 Dec 2018) History of High Quality Institutional Shareholding

26.08% 50.63% 4.45% 6.67% 12.00% 0.17%

Promoter & Promoter Group FII and FPI MF/Banks Public Other Corporate Bodies NRI/OCBs

Shriram Capital Limited 1 Piramal Enterprises Limited 2 Sanlam Life Insurance Limited 3 TPG Newbridge 4 Abu Dhabi Investment Authority 5 Government Of Singapore 6 Kuwait Investment Authority 7 Norges Fund 8 Chrys Capital 9 Citicorp Finance 10 Axis Bank 11

Source: Company filings Abbreviations: NRI - Non Resident Indian; OCB - Overseas Corporate Body

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• 1. Introduction

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• 4. Key Credit Highlights

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Key Credit Highlights

Created High Barriers to Entry Strengthened by a Prudent Underwriting Process

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Consistent and Long Track Record of Low Credit Losses

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Robust Financial Performance & Proven Track Record

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Well Managed ALM Profile with an Adequate Liquidity Cushion

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Access to a Range of Diversified Funding Sources

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High Standards of Corporate Governance With a Majority Independent Board

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Created High Barriers to Entry…

Knowledge Driven Valuation Model Loan Amount EMI Repayment Ability Valuation Critical Success Factor Vehicle Assessment

Old CVs New CVs

60-70% LTV Ratio 75-80% LTV Ratio Relationship Based Recovery Model Field Officers Loan Origination Inspection & Valuation Financing Collection / Repossession Well-aligned incentives structure Customer Base Compulsory monthly visits Managing large cash collections Small Truck Operators Underdeveloped banking habits STFC has right mix of scale and skill Awareness of load structure / business mix Low customer concentration Exposure Limits Clearly Demarcated Responsibilities Long term relationship with borrowers and expertise to value vehicles has created high barriers to entry

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Source: Company filings Abbreviations: EMI – Equated Monthly Installments

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…Strengthened by a Prudent Underwriting Process

Initial evaluation – Vehicle inspection / evaluation report, to ascertain condition and market value – Field investigation report including asset details of customer and guarantor – Two independent references required Credit policies – Stringent credit policies to ensure asset quality – Branch manager must conduct trade reference checks – Policies with respect to vehicle type, RTO records, insurance, hypothecation, guarantor requirement etc. Approval process – Branch manager is authorized to approve a loan if the proposal meets the established criteria – Relevant RTO endorsement forms required to be executed by the borrower – Loan officer ensures that a KYC checklist is completed by applicant Disbursement – Margin money / other charges collected prior to disbursements – May require customers to submit post-dated cheques – Endorsement of the registration certificate and insurance policy to be executed in the Company’s favour Loan administration and monitoring – Product executives

• ffer to visit customers

for collection – The MIS department and centralised

• perating team

monitors compliance with credit terms – Each branch limits its loans to ~1,500 customers Collection and recovery – Administered in-house – For every 30 days of delay, the matter is escalated to branch managers who may initiate vehicle repossession in case of default – Vehicle repossession is a relatively uncomplicated procedure, thus acting as a deterrent against default

Initial evaluation Disbursement Credit policies Loan administration and monitoring Approval process Collection and recovery

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Source: Company Abbreviations: RTO – Regional Transport Office

18 3.86% 3.80% 6.18% 8.17% 9.16% 8.97% 0.84% 0.79% 1.91% 2.66% 2.83% 2.78% 1.69% 1.67% 1.73% 1.74% 1.81% 1.91% FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 Dec 2018 Gross NPA Net NPA % Write-off to Avg. Total Assets

Consistent and Long Track Record of Low Credit Losses

180dpd 150dpd 120dpd 90dpd

CV Financing Business

Pre Owned (5-10 Years & 2-5 Years Old CVs) (83% of AUM) New (12% of AUM) Lending yields 16-24% (5-10 years) Lending yields 14-16% (2-5 years) Lending rates 12-16%



Small truck owners (less than 5 trucks)



Existing customer base upgrading to new trucks

79.12% 79.98% 70.45% 69.33% 71.11% Provisioning

Snapshot of delinquencies and NPA coverage ratios

Credit write offs (the closer indicator of asset quality of any NBFC) remain low and less than 2%

70.93%

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Source: Company The Company moved from IGAAP reporting to IND-AS from 1 April 2018 onwards NPA numbers for Dec 2018 as per IGAAP

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 Upgraded to AA+ by India Ratings (FY15) / CRISIL (FY16)

2.7 3.5 3.8 FY17 FY18 Dec 18

Access to a Range of Diversified Funding Sources

Source: Company FX rate: USDINR = 69.79, as of 31 December 2018

Strong banking relationships

Driven by efforts across all liability types

 Listed for more than 30 years  Regular Equity Investment by Strategic Investors  Preferential Allotment to Citicorp Finance (India) in 2002  Preferential Allotment to Axis Bank and Reliance Capital in 2004  Investment from ChrysCapital (2005) and TPG (2006)  INR 5.84 bn QIP issuance with domestic & international investors (2010)

1.6 1.8 1.7 FY17 FY18 Dec 18

Consistent liquidity source Debt capital markets Access to equity capital markets

Securitized and assigned assets – (US$ bn) NCDs (US$ bn)

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Well Managed ALM Profile with an Adequate Liquidity Cushion

Well distributed Asset Liability Management profile as of Sep 2018

0.5 0.8 0.8 1.2 2.8 5.3 2.1 2.8 0.8 1.0 0.9 1.3 2.9 6.0 3.0 0.5 <1 month 1-2 months 2-3 months 3-6 months 6 months- 1 year 1-3 years 3-5 years >5 years Outflows Inflows Amount (US$ bn)

Source: Company FX rate: USDINR = 69.79 The Company moved from IGAAP reporting to IND-AS from 1 April 2018 onwards

Borrowing profile as of Dec 2018

Negligible reliance on Short Term Borrowings including Commercial Paper

10.77% 20.94% 2.30% 4.30% 7.24% 19.96% 32.71% 1.78% Public Deposit Term Loan Commercial Paper NCD backed Commercial Paper Subordinated debts Securitization Bonds Other borrowing

Adequate short term liquidity cushion as of Sep 2018

Amount (US$ bn)

2.8 3.8 6.1 3.6 4.7 6.8 Mar-17 Mar-18 Sep-18 Short term outflows Short term inflows

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Robust Financial Performance & Proven Track Record

Higher cost efficiency and returns (Cost to Income) Net NPA Ratio Capital Adequacy ratios NIM on AUM

7.16% 7.50% 7.48% 7.47% FY17 FY18 9M FY18 9M FY19 21.15% 20.59% 20.73% 21.52% FY17 FY18 9M FY18 9M FY19 2.66% 2.83% 2.78% FY17 (120dpd) FY18 (90dpd) Dec 18 (90dpd) 15.20% 14.24% 14.96% 1.74% 2.63% 4.76% 16.94% 16.87% 19.72% FY17 FY18 Dec 18 Tier-2 Capital Tier-1 Capital

% % % %

Note: 1. Prescribed by RBI/2014-15/299 DNBR (PD) CC.No.002/03.10.001/2014-15 The Company moved from IGAAP reporting to IND-AS from 1 April 2018 onwards NPA numbers for Dec 2018 as per IGAAP

CRAR Regulatory minimum: 15% (1)

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High Standards of Corporate Governance With a Majority Independent Board

Highly reputed board of majority independent directors consisting of individuals with long and established careers

 Member of Indian Administrative Services (IAS – retired)  Served at senior positions in the Ministry of Home Affairs, Ministry of Communication & IT etc.

Laksminarayanan Subramanian Chairman (Independent)

 Has extensive experience in the transportation business  Board Director of Bafna Aviation Pvt. Ltd., Isuta Electronics (India) Ltd etc.

Sumatiprasad M Bafna Independent Director

 MD, Country Head – India for TPG Capital’s Asian Business  Former CEO of the PE Group for GE Capital India and MBA from IIM Calcutta

Puneet Bhatia Director

 Holds degree in MA in Economics. First women Deputy Governor of RBI and also on the Board of SEBI, NABARD & EXIM Bank

Mrs Kishori Udeshi Independent Director

 Chief Financial Officer of Sanlam Emerging Markets  Has over two decades of experience in the financial services industry and has represented Sanlam at various other boards

Gerrit Lodewyk Van Heerde Director

 Joined CV Finance business of Shriram Group in 1992 as Head of Investment Servicing  Currently serves as Managing Director of Shriram Capital Ltd  Commerce graduate from University of Bangalore and holds PG Diploma in Management from IMRA, Anand

D V Ravi Director

 Former Chairman & Managing Director of Central Bank of India, with nearly four decades of experience in commercial and development banking out of which 13 years were at the CEO/Board level  Currently serves as an Independent Director on Boards of various companies, and also as a consultant to financial services companies

S Sridhar Independent Director

 Joined in 1987; associated with Shriram Group about three decades and has shouldered various responsibilities and worked in several key roles of business operations  Holds a degree in MBA Finance

Umesh Revankar Managing Director & CEO

 Holds Masters degree in Science (Statistics) from the University of Madras and is a Certified Associate of the Indian Institute of Bankers  Had a distinguished career as a Banker, retired as a Managing Director (Corporate Banking) of State Bank of India in October 2015

Pradeep Kumar Panja Independent Director

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Key Investment Rationale

Created High Barriers to Entry Strengthened by a Prudent Underwriting Process Access to a Range of Diversified Funding Sources Well Managed ALM Profile with an Adequate Liquidity Cushion Robust Financial Performance & Proven Track Record High Standards of Corporate Governance With a Majority Independent Board Consistent and Long Track Record of Low Credit Losses

 Long term relationship with borrowers and expertise to value vehicles has created high barriers to entry  Strong underwriting policies with low customer concentration and small ticket sizes  Field officers are responsible for recovery of the loans they originate  Credit write offs remain consistently low  Along with robust origination policies, STFC has historically maintained a high standard of asset quality  Well diversified strategic mix of retail deposits and institutional funding  Securitization of loan book at regular intervals to fund new originations and maintain growth momentum  Strong banking relationships with marquee names and demonstrated access to capital markets  Well managed ALM profile with negligible reliance on short term borrowings including CPs  STFC has maintained adequate liquidity cushion historically especially in the short term  Consistently been able to pass on any changes in cost of borrowing to the end customer, as demonstrated

by a stable NIM

 Strong cost-to-income performance due to vast scale of operations and established business model  Highly reputed board of majority independent directors  Consisting of individuals with long and established careers

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• 1. Introduction

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• 5. Financial Summary

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Robust Balance Sheet along with Strong Profitability

9.7 10.7 12.7 15.6 FY16 FY17 FY18 Dec 18 1.4 1.6 1.8 2.2 FY16 FY17 FY18 Dec 18

Source: Company Note: 1. Sum of share capital and reserves and surplus less miscellaneous expenditure The Company moved from IGAAP reporting to IND-AS from 1 April 2018 onwards FX rate: USDINR = 69.79, as of 31 December 2018

7.1 7.6 9.1 12.8 FY16 FY17 FY18 Dec 18

Total assets Total equity(1)

US$ bn US$ bn

Total borrowings

US$ bn 169 181 225 215 260 FY16 FY17 FY18 9M FY18 9M FY19

Net income ROE

US$ mn 12.0% 11.6% 13.1% 17.4% 16.9% FY16 FY17 FY18 9M FY18 9M FY19 %

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• 1. Introduction

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• 6. Appendix

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Group Structure

Shriram Capital Limited (SCL) Shriram Transport Finance Company Limited (STFCL) [Listed Entity] Shriram General Insurance Company Limited Shriram Life Insurance Company Limited Shriram City Union Finance Limited [Listed Entity] Shriram Credit Company Limited (SCCL)

26.08% 33.75% 74.56 % 76.65% 99.64%

Shriram Automall India Limited

44.56%

Shriram Housing Finance Limited

77.25%

Insight Commodities & Futures Private Limited Shriram Insight Share Brokers Limited Shriram Asset Management Company Limited [Listed Entity] Shriram Wealth Advisors Limited Shriram Fortune Solutions Limited Shriram Financial Products Solutions (Chennai) Private Limited

100% 95.81% 80% 68.67% 89.99% 100%

Note: The companies given in the structure are main operating companies of the Group, as of 31 December 2018

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List of Abbreviations

Abbreviation Nomenclature ALM Asset Liability Management AUM Assets Under Management CAGR Compounded Annual Growth Rate CV Commercial Vehicle CRAR Credit to Risk Assets Ratio DPD Days Past Due ECB External Commercial Borrowing EMI Equated Monthly Installments EPS Earning Per Share FII Foreign Institutional Investor FPI Foreign Portfolio Investor GDP Gross Domestic Product KYC Know Your Client LCV Light Commercial Vehicles LTV Loan To Value MF Mutual Funds MIS Management Information System MHCV Medium & Heavy Commercial Vehicles NBFC Non-Banking Finance Company NCD Non Convertible Debenture NIM Net Interest Margin NPA Non Performing Asset NRI Non Resident Indian OCB Overseas Corporate Body QIP Qualified Institutional Placement ROA Return On Assets ROE Return On Equity RTO Regional Transport Office

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Thank You