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M&A Advisory Firms

We at JM financial provides m&a advisory on corporate mergers, acquisitions and divestitures as well as debt and equity financing. To explore more about our financial services, click on our website https://jmfl.com/what-we-do/investment-banking-and-securities/investment-banking

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M&A Advisory Firms

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  1. JM Financial Limited Investor Presentation May 13, 2016

  2. Safe harbour This presentation describing our activities, projections and expectations for the future, may contain certain ‘forward looking statements’ within the meaning of applicable laws and regulations. The actual results of business may differ materially from those expressed or implied due to various risk factors and uncertainties. These risk factors and uncertainties include the effect of domestic as well as global economic and political events, volatility in interest rates and in the securities market, new regulations and government policies that may impact our businesses as well as ability to implement our strategies. We are under no obligation to publicly amend, modify or revise any forward looking statement on the basis of any subsequent developments, information or events and assume no liability for any action taken by anyone on the basis of any information contained herein. 2

  3. Sustainable growth – Oriented portfolio Revenue & PBT in ` ` ` ` Cr. • JM Financial is a four decade old institution founded by Mr. Nimesh Kampani • Corporate Finance Advisory M&A Advisory – domestic & cross border Private Equity Synd Equity Capital Markets - Debt Capital Markets Equity Research, Sales & Trading Wealth Management Financial Products Distribution 46% 19% 41% 19% 41% 16% 37% 24% 29% 11% Investment Banking, Securities and Wealth Management • 495 522 600 429 404 408 • 300 124 79 47 45 35 • • 0 • • FY12 FY13 Revenue FY14 FY15 FY16 PBT • Servicing clients across the financial services spectrum 47% 73% 53% 72% 53% 71% 57% 67% 64% 79% • • • • Margin Financing Loan against property Loan against Shares Broker Funding • • • Commercial Real Estate Debt Restructuring ESOP Funding 1,079 1,200 806 Fund based activities 900 529 552 549 414 600 347 • PAN India Presence 200 183 133 300 0 FY12 FY13 Revenue FY14 FY15 FY16 PBT • Firm four-decade footprints - proven track record of growth & sustainability 3% (1%) 3% 1% 3% 1% 3% 3% 5% 8% 86 100 56 75 29 47 Asset 27 30 50 • Mutual Funds 18 4 25 2 Management 0 (25) (2) • Pioneered innovative products in the financial services space FY12 FY13 FY14 FY15 FY16 Revenue PBT 5% 5% 3% 6% 3% 7% 2% 3% 1% 1% 46 50 Alternative Asset Management 30 • • Real Estate Fund Private Equity Fund 27 27 • Trusted & preferred partner – client centric business model 19 16 25 15 12 9 4 0 FY12 FY13 FY14 FY15 FY16 Revenue PBT 400 319 214 Asset 158 120 200 89 75 61 60 Reconstruction Business • Acquisition of Bank NPA’s and resolution thereof 40 22 0 FY12 FY13 FY14 FY15 FY16 Revenue PBT % contribution of consolidated revenue % contribution of consolidated PBT 3

  4. Accelerated pace of growth • Four decades of prominent presence depicting – Consistent performance amidst volatile markets Expanding latitude year on year – value driven growth and; – long-term sustainability CAGR : 5 year Income : 13.5% , PAT : 18.1%, PAT before minority interest : 23.6% 2,000 450 • NBFC (Real Estate Lending, Debt Trading and Corporate Financing) 1,685 400 1,403 1,600 400 350 2008 – 2016 • Asset Reconstruction 300 • Q4 FY16 highlights – − Revenue ` 475 Cr − PBT ` 201 Cr − Net profit before minority interest ` 148 Cr − EPS ` 1.44 − ROE 17.4% − ROA 6.1% 1,200 1,042 331 1,007 • International Expansion in advisory business 896 874 250 800 200 210 121 150 183 175 400 • NBFC (Securities Backed Financing) 100 0 50 FY11 FY12 FY13 FY14 FY15 FY16 2003 – 2007 • Alternative Asset Mgmt (Private Equity & Real Estate) Revenue (Rs Cr) PAT (Rs Cr) • Broking (Debt & Commodity) • Institutional Equities (Research & Sales) 6 20.0% 15.3% 5 14.6% • Asset Management (Mutual Fund) 16.0% 1991 – 2002 4 5.08 • Cross Border (M&A, ADR & GDR) 10.3% 4.32 12.0% 9.9% 9.5% 3 • Broking (Equity) 6.6% 8.0% 2.78 2 2.44 2.33 5.4% 4.0% • Wealth Management (Investment Advisory) 1 1.62 5.3% 3.6% 3.5% 3.2% 0 2.3% FY12 0.0% FY11 FY13 FY14 FY15 FY16 1973-1990 • Financial Product Distribution – creation of retail investing culture EPS (Rs/share) ROE (%) ROA (%) • Investment Banking ROA = Net profit before minority interest / Average total assets 4

  5. Delivering value • Delivering consistent superior returns to shareholders - Augmenting value year-on-year Stock performance vs. Indices 4,000 40 35.54 31.10 Stock / Index 12-M 3-Y • Stock trading at a P/E of around 8.2x and a P/B of 1.1x 35 3,738 27.69 26.29 3,000 30 3,290 24.87 24.20 JMFL -8% 126% 25 2,804 2,438 2,000 20 CNX 500 -3% 38% 2,092 1,976 1,947 15 1,865 • Continued focus on maximizing shareholders’ return 1,814 1,803 1,000 10 1,214 1,170 CNX Smallcap -4% 50% 5 0 0 CNX Bank -7% 22% FY11 FY12 FY13 FY14 FY15 FY16 Market Cap (Rs Cr) Book Value (Rs/share) Net Worth (Rs Cr) CNX Finance -6% 25% Gross and Net gearing (x) 2.5 2.4 2.1 2.0 1.9 1.8 2.1 1.7 1.5 1.7 1.4 Conservative D/E depicting business strength, adequate cash cushion and strong business model 1.4 1.3 1.0 0.9 0.9 0.5 0.0 FY11 FY12 FY13 FY14 FY15 FY16 Gross Gearing (x) Net Gearing (x) 5 Note Stock/Index data per NSE as on 12/05/2016

  6. Key features of consolidated financial performance ? ? ? ? Net worth on March 2016 ` ` ` ` 2,804 Cr (March 2015 ` ` ` ` 2,438 Cr), Book value on March 2016 ` ` ` ` 35.54 ? ? ? ? Loan book on March 2016 at ` ` ` ` 7,214 Cr (March 2015 at ` ` ` ` 5,388 Cr) ? ? ? ? Average Daily Turnover as on March 2016 in the secondary market at ` ` ` ` 2,137 Cr (March 2015 ` ` ` ` 2,420 Cr) Key ? ? ? ? Wealth Management AUM on March 2016 at ` ` ` ` 26,958 Cr (March 2015 ` ` ` ` 17,383 Cr) Features ? ? ? ? Asset Reconstruction AUM on March 2016 at ` ` ` ` 9,820 Cr (March 2015 ` ` ` ` 8,398 Cr) ? ? ? ? Alternative Asset Management AUM on March 2016 at ` ` ` ` 773 Cr (March 2015 ` ` ` ` 942 Cr) ? ? ? ? Asset Management Quarterly Average AUM at ` ` ` ` 16,161 Cr (Q4 FY15 ` ` ` ` 12,231 Cr) 6

  7. I : Yearly performance – FY16 7

  8. Key features of FY16 Consolidated financial performance ? ? ? ? Gross revenue ` ` ` ` 1,685 Cr (FY15 ` ` ` ` 1,403 Cr), up 20 % ? ? ? ? Profit before tax ` ` ` ` 693 Cr (FY15 ` ` ` ` 517 Cr), up by 34 % ? ? ? ? Profit after tax and before minority interest ` ` ` ` 526 Cr (FY15 ` ` ` ` 379 Cr), up by 39% Key ? ? ? ? Profit after tax ` ` ` ` 400 Cr (FY15 ` ` ` ` 331 Cr), up by 21 % Features ? ? ? ? PAT Margin at 23.8 % (FY15 23.6 %) ? ? ? ? Earning per share stood at ` ` ` ` 5.08 (FY15 ` ` ` ` 4.32) ? ? ? ? Consolidated group RoE at 15.3 % (FY15 14.6%) 8

  9. Results for FY16 (Consolidated) ` ` ` ` Cr FY16 FY15 YoY 1,685 1,403 20% Gross Revenue 77 97 -21% Sub-brokerage 264 235 12% Employee cost 118 115 3% Operating cost 512 420 22% Finance cost 20 18 12% Depreciation 693 517 34% Profit before tax 470 361 30% Profit after tax 55 19 195% Share in profit of Associates 526 379 39% Net profit before minority interest -125 -49 157% Minority interest 400 331 21% Net Consolidated profit 9

  10. Segment performance Segment revenue FY16 FY15 YoY Investment Banking and Securities Business 495 522 -5% Fund Based Activities 1,079 806 34% Alternative Asset Management 13 27 -53% Asset Management 86 47 83% Others 194 139 39% Total Segment Revenue 1,866 1,542 21% Less: Inter - segmental revenue 181 139 31% Total Revenue 1,685 1,403 20% Segment PAT FY16 FY15 YoY Investment Banking and Securities Business 54 85 -36% Fund Based Activities 315 217 45% Alternative Asset Management 4 11 -66% Asset Management 25 10 158% Others 2 8 -67% Total 400 331 21% 10

  11. II : Quarterly performance – Q4 FY16 11

  12. Key features of Q4 FY16 consolidated financial performance ? ? ? ? Gross revenue ` ` ` ` 475 Cr (Q3FY16 ` ` ` ` 426 Cr, Q4FY15 ` ` ` ` 393 Cr) ? ? ? ? Profit before tax ` ` ` ` 201 Cr (Q3FY16 ` ` ` ` 178 Cr, Q4FY15 ` ` ` ` 158 Cr) ? ? ? ? Profit after tax and before minority interest ` ` ` ` 148 Cr (Q3FY16 ` ` ` ` 150 Cr, Q4FY15 ` ` ` ` 114 Cr) Key ? ? ? ? Profit after tax ` ` ` ` 114 Cr (Q3FY16 ` ` ` ` 117 Cr, Q4FY15 ` ` ` ` 93 Cr) Features ? ? ? ? PAT margin at 24.0 % (Q3FY16 27.5%, Q4FY15 23.7%) ? ? ? ? Earning per share stood at ` ` ` ` 1.44 (Q3 FY16 1.49, Q4 FY15 1.21) (not annualised) ? ? ? ? Consolidated group annualised RoE at 17.4% (Q3FY16 17.8%, Q4FY15 16.2%) 12

  13. Consolidated financial performance – Quarter by Quarter Snapshot Gross revenue (` ` ` ` Cr) Profit before tax (` ` ` ` Cr) 475 500 250 426 401 201 393 383 377 400 200 367 178 168 158 146 137 137 266 300 150 200 84 100 100 50 0 0 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 Net consolidated profit (` ` ` ` Cr) EPS (` ` ` `)( not annualised) 1.49 1.44 1.5 117 125 114 1.22 1.23 1.21 97 1.14 92 93 100 87 0.92 1.0 72 75 0.77 58 50 0.5 25 0 0.0 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 13

  14. Consolidated financial performance – Quarter by Quarter Snapshot Book value per share (` ` ` `) Net worth (` Cr ` Cr ` Cr ` Cr) 2,822 2,804 40 3,000 2,702 36 36 34 2,536 2,466 2,438 35 32 31 31 2,500 2,246 30 2,151 28 30 2,000 25 20 1,500 15 1,000 10 500 5 0 0 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 Borrowings (` Cr ` Cr ` Cr ` Cr) Debt equity 6,671 2.4 7,000 2.5 2.2 5,638 2.0 2.0 2.0 2.0 6,000 5,422 1.9 1.9 2.0 5,032 4,721 4,662 4,618 5,000 4,485 1.5 4,000 3,000 1.0 2,000 0.5 1,000 0 0.0 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 14

  15. Results for Q4 FY16 (Consolidated ) ` ` ` ` Cr Q4 FY16 Q3 FY16 Q4 FY15 QoQ YoY Gross Revenue 475 426 11% 393 21% Sub-brokerage 18 20 -8% 25 -28% Employee cost 71 64 12% 51 39% Operating cost 40 25 58% 41 -3% Finance cost 139 134 4% 113 24% Depreciation 5 5 -2% 4 19% Profit before tax 201 178 13% 158 27% Profit after tax 143 117 22% 107 33% Share in profit of Associates 5 33 -85% 7 -29% Net profit before minority interest 148 150 -1% 114 30% Minority interest -34 -33 -5% -21 64% Net Consolidated profit 114 117 -3% 93 22% 15

  16. Segment performance Segment revenue Q4 FY16 Q3 FY16 QoQ Q4 FY15 YoY Investment Banking and Securities Business 143 109 32% 131 10% Fund Based Activities 297 288 3% 245 21% Alternative Asset Management 4 4 7% 8 -52% Asset Management 23 24 -7% 13 71% Others 51 17 205% 18 176% Total Segment Revenue 518 441 17% 416 25% Less: Inter - segmental revenue 43 15 189% 23 88% Total Revenue 475 426 11% 393 21% Segment PAT Q4 FY16 Q3 FY16 QoQ Q4 FY15 YoY Investment Banking and Securities Business 18 5 271% 15 19% Fund Based Activities 85 102 -17% 75 14% Alternative Asset Management 1 1 -8% 1 2% Asset Management 5 8 -34% 1 763% Others 4 0 919% 1 259% Total 114 117 -3% 93 22% 16

  17. III : Balance sheet highlights 17

  18. Balance sheet highlights ? ? ? ? Net worth on March 2016 ` ` ` ` 2,804 Cr (March 2015 ` ` ` ` 2,438 Cr) ? ? ? ? Borrowings on March 2016 ` ` ` ` 6,671 Cr (March 2015 ` ` ` ` 4,721 Cr) ? ? ? ? Free cash and cash equivalent on March 2016 ` ` ` ` 914 Cr (March 2015 ` ` ` ` 578 Cr) Balance Sheet Highlights ? ? ? ? Debt equity : Gross gearing 2.4x, Net gearing 2.1x ? ? ? ? Balance sheet size on March 2016 ` ` ` ` 10,956 Cr (March 2015 ` ` ` ` 8,400 Cr) ? ? ? ? Loan book on March 2016 ` ` ` ` 7,214 Cr (March 2015 ` ` ` ` 5,388 Cr) CRISIL upgrades long term rating of JM Financial group companies to 'CRISIL AA/Stable‘ ICRA and India ratings have maintained long term rating of JM Financial group companies to AA/Stable‘ ? ? ? ? 18

  19. Summary Balance sheet As at As at ` ` ` ` Cr March 31, 2016 March 31, 2015 Equity and Liabilities Shareholders’ funds 2,804 2,438 Minority interest 669 655 Borrowings 6,671 4,721 Other liabilities and provisions 812 586 TOTAL 10,956 8,400 Assets Loan book 7,214 5,388 Investment in associates 269 214 Treasury fund 1,969 1,258 Arbitrage and trading book 316 359 Fixed assets 340 342 Other assets 848 839 TOTAL 10,956 8,400 19

  20. IV : Business update 20

  21. Investment Banking business • Over four decades of leadership in M&A and Capital Markets ? Key strength lies in innovative structuring and execution of complex, challenging deals and restructuring of corporate groups & businesses. • Strong track record of landmark M&A transactions • Pioneer in innovating capital market products ? Strong long-term Indian Corporate relationships • Wide & deep sectoral coverage both from a corporate finance & research perspective ? Leadership positions in all product areas and unmatched market share for landmark transactions • BW Business World Magna Awards 2015 – “M&A Deal Maker of the Year” • Ranked as number 2 in the indian M & A league table for FY16 by Mergermarket ? Best-in-Class Execution Team with focus on client satisfaction Won a number of awards and recognitions over the years for our advisory and execution capabilities. Awarded ‘Best Corporate and Institutional Bank –Domestic’ and ‘Best Equity House’ at the The Asset Triple A Country Awards. ? 21

  22. Investment banking business Snapshot for Q4FY16 As BRLM for Qualified Institutional Placement by Suprajit Engineering Limited – Rs 150 crore As financial advisor to Bain Capital for its investment in QuEST Global Services Pte Ltd As Financial advisor and manager to the delisting offer made by Essar Oil Limited As Sole financial advisor to Hotel Leelaventures Limited on the closure of the Leela, Goa to Medtube Group As Sole financial advisor and merchant banker to Reliance Infrastructure Limited for their open offer to the shareholders of Pipavav Defence and Offshore Engineering Company Limited As advisor and arranger for a Private Equity investment round for a leading healthcare distribution company 22

  23. Wealth Management and Broking business Wealth Management Broking business Wealth AUM stands at ` 26,959 Cr with a team size of 53 wealth advisors as on March 2016 Worldwide institutional reach - dominant global & local institutional franchise ? ? ? ? ? ? ? ? Presence in 7 major cities in India i.e. Mumbai, Delhi, Bangalore, Ahmedabad, Pune, Kolkata & Hyderabad Institutional distribution strength - We cover 150 funds across regions ? ? ? ? ? ? ? ? Intensely client-oriented approach, create customised long-term Asset Allocation strategy and provide them with unbiased investment solutions ? ? ? ? ? ? ? ? Institutional Equities offices at Singapore and New York Full service providers to clients across all products like Investment Banking, Corporate Finance etc. ? ? ? ? ? ? ? ? Extensive research coverage of 179 companies Average daily turnover in Q4FY16 - Rs. 2,127 Cr, which includes cash segment of Rs. 591 Crs ? ? ? ? ? ? ? ? Focus on growing Discretionary Assets Around 8,320 active IFDs Coverage of broking segment - 111 cities Market Share on NSE in Q4FY16 – overall 0.64%, 2.83 % cash segment ? ? ? ? ? ? ? ? 23

  24. Wealth Management and Broking business Average Daily Turnover (` ` ` ` Cr) Equity Market Share on NSE (%) 3,000 6.0 2,500 5.0 2,000 4.0 0.78 1.22 0.84 0.95 0.94 0.78 0.76 0.64 0.93 0.61 0.69 0.79 0.51 1.06 0.66 0.62 0.81 1,500 3.0 1,847 1,766 0.80 1,624 1,536 1,352 1,221 1,000 2.0 1,015 1,005 1,056 3.00 2.88 2.83 2.74 2.74 2.74 2.64 2.54 2.43 500 1.0 591 573 568 555 555 481 414 370 349 0 0.0 FY11 FY12 FY13 FY14 FY15 Q1 FY16 Q2 FY16 Q3 FY16 Q4 FY16 FY11 FY12 FY13 FY14 FY15 Q1 FY16 Q2 FY16 Q3 FY16 Q4 FY16 Avg Cash (Rs. Cr) Avg FAO (Rs. Cr) Cash Market Share FAO Market Share Overall Market Share Significant turnover in cash translating in higher returns 24

  25. Securities Lending and Financing business • JM Financial Products Ltd. is the Non-Banking Finance Company (NBFC) of the JM Financial Group. The company enjoys the highest short-term credit rating of A1+ from CRISIL Securities Lending & Financing business Lending / Financing to clients of traditional businesses Investment / Lending to new age Financial Technology related businesses • During the year CRISIL re- affirmed the “CRISIL A1+” (highest grading) rating for the Commercial Paper program as well its “CRISIL AA/ Stable” rating for long term NCD issuances and bank loan rating • Corporate Loans • Structured loans • Promoter loans • Bridge loans • Acquisition finance loans • Partnering with new age Fin tech platforms with 3-5 year view Investment Banking Clients Investments • Take minority stake with an ability to integrate with JM Financial platform over a period of time • Loan against Property • Loan against Security • ESOP Funding • IPO Financing • Broker Funding • Margin Trade Funding Wealth Clients • Partnering with new age Fin tech platforms for providing leverage to SME & Retail business at an insignificant customer acquisition cost, coupled with robust credit analysis & recovery mechanism Lending • Overflow of loans from RE lending arm RE Clients • Further need of capital post restructuring • Co-Investments in selective acquisitions ARC Clients 25

  26. Commercial Real Estate Lending business JM Vikram Pandit & Associates ? The real estate financing arm of JM Financial Limited, looks at providing an integrated financial solution to real estate developers – Major focus on real estate project financing Financial Limited 50.01% 49.99% JM Financial Credit Solutions Limited ? Lending book has grown from INR 1,844 crs in the beginning of FY 2015-16 to ` 4,074 Cr till March 2016 • Strong Balance sheet : Net worth / Owned fund of 1,136 Crore • Book comprises of 40 clients – significant focus on repeat business • JMFL and Vikram Pandit & Associates have created a true strategic partnership not a vanilla PE deal • Most of the clients with over 25 years of experience in the industry • Focus on Tier I markets – Mumbai, Bengaluru, Pune and Chennai ? − With loan disbursements of 50% in Mumbai, 24% Bengaluru, 15% Pune, 11% Chennai and others • 90% of the book is cashflow backed lending • 73% of the book is against residential projects ? Prominent Relationships – Kalpataru, Wadhwa, RMZ, Embassy, Kanakia, Peninsula, Adarsh, Goel Ganga, Rajesh Lifespaces and Lodha amongst others 26

  27. Highlights – Fund Based Activities Loan book (` ` ` `Cr) Net Interest Margin (%) 10,000 10 9.1 8.3 7,214 8.1 8.0 8,000 7.7 6,550 8 6,118 5,492 5,388 1,586 6.2 6,000 4,856 5.4 2,137 6 4,067 5.1 2,151 3,816 1,980 2,543 4,000 2,325 4 2,227 5,628 2,421 4,413 2,000 2,531 3,512 2,845 2 1,840 3,967 1,395 0 Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15 Q1 FY16 Q2 FY16 Q3 FY16 Q4 FY16 Real Estate Capital Market 0 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 Includes 116 Cr of IPO funding in Q3FY16 Gross NPA (%) Capital Adequacy Ratio (%) 37.3 40 3 35.0 2.6 2.5 34.0 33.9 32.3 3 28.8 2.1 30 2 21.5 21.3 20 2 0.9 0.9 1 0.8 10 0.3 1 0.3 0 0 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 Q4FY16 27

  28. Borrowing profile • Capital Adequacy Ratio : 28.8% Business expertise translating into superior returns on funds deployed 8,000 12% 10.11% • Long term debt rating: 6,671 7,000 10% 10.85% CRISIL AA STABLE ICRA AA STABLE 11.00%10.25% 6,000 9.3% 4,721 8% 4,196 5,000 8.17% 4,000 6% 3,347 3,122 Borrowing vs. Loan book translating into a NIM of 7.7% India Ratings AA STABLE 2,987 3,000 4% 2,000 2% • Short term debt rating: CRISIL A1+ 1,000 0 0% FY11 FY12 FY13 FY14 FY15 FY16 ICRA A1+ Borrowing (Rs. Cr) Cost of funds • Business strength coupled with visible future growth & long-term sustainability facilitate minimal debt servicing risk March 16 - Borrowing Breakup (%) - ` ` ` ` 6,671 Cr March 15- Borrowing Breakup (%) - ` ` ` ` 4,721 Cr Long Term Non Term loan from banks 170 Cr 4% Term loans 1,471 Cr 22% Long Term convertible debentures 399 Cr 8% Short Term Others 360 Cr 8% • Group Borrowing & ALM committee meets regularly to : − review the ALM profile of the group Commercial paper 3,060 Cr 46% Short Term Non Short term loan from banks 128 Cr 3% convertible debentures 1,192 Cr 18% Commercial Paper 3,666 Cr 77% Short term loan from banks 397 Cr 6% − advise on diversifying borrowings based on asset maturity profiles Others 551 Cr 8% 28 Near term focus on diversifying sources of funds and lenders’ profiles

  29. Asset Reconstruction • RBI registered ARC engaged in the business of Distressed Assets management in India Significant potential upside in the asset reconstruction business AUM over years • RBI’s concern over bank NPA’s expected to increase the sell-down of distressed assets to ARCs 8,398 11,000 1,600 9,820 10,000 1,400 1,461 9,000 1,200 8,000 • Highest capitalized private sector ARC in the Indian industry 1,227 7,000 • Recent amendments expected to pave way for better & quicker returns – 1,000 6,000 3,647 800 5,000 600 4,000 – improve quality of sell-down by banks at proper valuation – better due diligence by ARCs 1,083 3,000 584 400 758 599 2,000 • Current AUM of ` 9,820 Cr comprising Corporate, SME and Retail portfolios 200 1,000 340 205 179 FY11 0 0 FY12 FY13 FY14 FY15 FY16 – speedy recovery due to early involvement of ARCs ARC's AUM (Rs. Cr) JM's share in ARC's AUM (Rs. Cr) • In-house legal expertise and synergies from group wide professional expertise Building robust asset base 6,000 1,200 5,028 5,000 1,000 Breakthrough Hotel Leela deal 974 4,000 800 2,639 Hotel Leela Resolution – Phase I 3,000 600 1,488 2,000 400 Concluded sale of Hotel Leela Goa for ` 725 Cr. 69% of class A SRs along with yield and incentive fees. 1,000 200 478 477 276 223 241 113 240 FY13 86 0 0 FY11 FY12 FY14 FY15 FY16 Assets Acquired by ARC (Rs. Cr) JM's share in acquisition (Rs. Cr) 29

  30. Asset Management Real Estate As on March 31, 2016 Significant increase in AUM – CAGR 22.3% • India focused fund with investments in commercial, residential, retail and hospitality sectors Approx. 45% funds raised from international investors AUM as on March 31, 2016 – ` 233 Cr No. of investments: 13 No. of Exits: 5 full and 2 part Fully drawn down & invested Amount distributed till date ` 202 Cr. • Quarterly Average AUM (QAAUM): `16,161 Cr 18,000 • 15,858 15,868 16,161 • Rank (QAAUM): 17 among 43 Mutual Funds 16,000 • • Market Share: 1.19% 14,000 • • • • 6,117 5,441 6,081 11,353 11,676 Reach 12,000 • Servicing and investor base of around 140,656 through 17 branches and 81 Investor Service Centres 10,000 5,262 Private Equity 8,000 6,975 6,654 6,283 6,585 6,561 • 17 schemes categorized under – Long Term Debt, Short Term Debt, Balance, Equity Arbitrage and Equity • India focused long term PE fund - providing growth capital to fast growing, primarily unlisted companies Approx. 85% of funds raised from International investors AUM as on March 31, 2016 - ` 540 Cr No. of investments: 13 No. of Exits: 5 full Fully drawn down & invested Amount distributed till date ` 682 Cr 6,000 9,741 10,427 10,080 5,104 4,000 • 5,555 6,031 6,103 6,414 4,378 2,000 • 1,550 728 • • • • 554 459 0 FY11 FY12 FY13 FY14 FY15 Q1 FY16 Q2 FY16 Q3 FY16 Q4 FY16 Equity (Rs. Cr) Debt (Rs. Cr) • One of the well capitalized and profitable AMC in the industry Note: 1. 30 Equity AUM for FY15 and Q4 FY16 include arbitrage fund of Rs. 3,084 and Rs.2,966 Cr resp

  31. Effective Risk Management Framework • Risk management given paramount importance Robust risk management architecture encompassing independent identification, measurement and management of risk across various businesses of the Group 1 • Risk management embedded in the business processes Effective systems, processes and adequate review mechanism to actively monitor, manage and mitigate risks 2 • Effective and adequate internal controls 3 Monthly risk meetings of all businesses with Group Risk Committee Report of top risks and risk event update periodically placed before the Board of Directors 4 Independent Internal Audit firms appointed to review and report on the business processes and policies in all operating companies of the Group 5 31

  32. Community Engagement • At JM Financial, CSR extends beyond a statutory obligation • JM Financial Foundation drives our community engagement initiatives that focus on – – Education – special focus on girl child education – Healthcare – Entrepreneurship promotion – Vocational Training – Women empowerment – Disaster Relief • Firm belief in strengthening and uplifting the lesser privileged communities • JM Financial Foundation Walkathon – – annual event where our clients & employees pledge their support for the under- privileged – fund-raiser inviting contributions towards the various causes supported by JM Financial Foundation • Employee volunteering at JM Financial – – Sparsh - Employees aid the lesser privileged aged members of society and mentor children – Project Drishti - contributing glossy magazines used for preparing reading and learning material in Braille – Joy of Giving week – Joy boxes, Blood donation camps & Paraplegic Foundation 32

  33. Key Takeaways ? Strong presence for over four decades – proven track record of growth & sustainability ? Client centric business model – Strong focus on long-term corporate relationships Value driven growth – visible future growth roadmap, increased focus on Real Estate Lending, Asset Reconstruction and Alternative Asset Management ? ? Experienced & committed Management team - ensures future growth at minimal risk ? Efficient & motivated talent pool – source of our competitive edge ? Positive capital market outlook – strategically placed to benefit from every upswing ? Conservative gearing backed with adequate cash facilitates 33

  34. Appendix The content of this document are for information purposes only and does not construe to be any investment advice. Any action taken by you on the basis of the information contained herein is your responsibility alone and JM Financial Limited (hereinafter referred as JM Financial) and its subsidiaries or their employees or directors, associates will not be liable in any manner for the consequences of such action taken by you. We have taken due care regarding authenticity of the information contained herein, but do not represent that it is accurate or complete in all respect. JM Financial or any of its subsidiaries or associates or their employees shall not in any way be responsible for any loss or damage that may arise to any person from any inadvertent error in the information contained in this document. The recipients of this document should rely on their own judgement while taking any action based on the information provided herein. 34

  35. JM Financial Limited its Subsidiaries & Associates JM Financial Limited Core Investment Holding Co. 100% 91% 53.5% 90% 50.01% 50% 100% 100% 100% JM Financial Institutional Securities Ltd. JM Financial Asset Management Ltd. JM Financial Asset Reconstruction Co. Pvt. Ltd. JM Financial Credit Solutions Limited JM Financial Properties and Holdings Ltd. JM Financial Investment Managers Ltd Infinite India Investment Mgmt Ltd. JM Financial Services Ltd. JM Financial Products Ltd. 9% (Merchant Banking & Institutional equity) (Stock Broking & Investment Advisory) (Private Equity Asset Mgmt.) (Real Estate Asset Mgmt) (Property Holding) (Mutual Fund Management) (Asset (NBFC) (NBFC) Reconstruction) 4.2% 100% 100% 25% 4.2% 100% 100% 100% 60% JM Financial Trustee Company Pvt. Ltd CR Retails Malls (India) Ltd. JM Financial Overseas Holdings Pvt. Ltd. JM Financial Commtrade Ltd JM Financial Insurance Broking Pvt Ltd 40% JM Financial Capital Limited Astute Investments (Rental of Property) (Mauritius Investment Advisor) (Commodity Broking) (Trusteeship) Holding Co 100% 100% JM Financial Singapore Pte Ltd SEBI Regulated JM Financial Securities Inc. RBI Regulated Singapore Corporate Finance Advisory & Financial Advisory) Companies outside India (USA) Others Note Includes Equity + CCPS

  36. JM Financial Limited – Shareholding Pattern Public holding of more than 1% of total number of shares – as on March 31, 2016 Share holding pattern – as on March 31, 2016 Name of the Shareholder % Shareholding Name of the Shareholder % Shareholding Promoter & Promoter Group Morgan Stanley Asia (Singapore) Pte 65.67% 6.33% Foreign Institutional Investors Valiant Mauritius Partners Ltd & Associates 13.64% 3.96% Mutual funds / UTI 3.13% IDFC Premier Equity Fund 2.99% Financial Institutions / Banks Azim Hasham Premji 2.77% 0.01% Vikram Shankar Pandit 1.48% Non-Institutions 17.55% Public Shareholding 34.33% Total 17.53% 36

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