s p ca id
Transcription
s p ca id
India Midcaps VISIT NOTE COX & KINGS Check in for growth India Equity Research| Hotels We recently met Cox & Kings’ (C&K) management to get an update on the company’s business. The company has received the final cash proceeds from sale of its camping division, which it utilised to repay INR8.5bn debt. C&K’s current gross debt at INR46bn is down 15% compared to INR54bn in March 2014. Management continues to guide for debt reduction of INR2.5bn and INR5.0bn in FY15 and FY16, respectively. Recent outbound booking trend in India portends significant recovery (of 25%) in FY16. We anticipate earnings of the company’s India leisure business to surge in FY16 (FY16E EPS growth of 49%). Riding lower interest/depreciation we are revising up our earnings and also our target price to INR381 (INR335 earlier). Maintain ’BUY’. EDELWEISS RATINGS Absolute Rating BUY Investment Characteristics None MARKET DATA (R: COKI.BO, B: COXK IN) CMP : INR 311 Target Price : INR 381 52-week range (INR) : 368 / 85 Share in issue (mn) : 136.5 M cap (INR bn/USD mn) : 42 / 691 Avg. Daily Vol. BSE/NSE (‘000) : 891.4 India leisure to surge 25% in FY16E, education CAGR of 15% likely India leisure: Management is confident of clocking 20%+ CAGR from FY16 onwards riding increased business enquiries in retail outbound and corporate. International leisure: C&K estimates 10-12% revenue CAGR due to recovery in Europe. Education (ex Meininger): Management expects long-term growth of 15%. Meininger: Management estimates EBTIDA CAGR of 20% over the next 3 years due to increase in capacity, which is expected to double in five years. SHARE HOLDING PATTERN (%) Current Q4FY14 Promoters * Q3FY14 MF's, FI's & BKs 59.5 4.9 59.5 5.3 59.9 5.7 FII's 19.9 19.2 14.9 Others 15.7 16.0 19.5 : NIL BSE Midcap Stock Index Stock over Index * Promoters pledged shares (% of share in issue) Changing mix in favour of high growing businesses Our view: India leisure, other leisure, Meininger and Education business are expected to contribute 29%, 25%, 17% and 29%, respectively, to C&K’s FY15E consolidated EBITDA. We expect leisure EBITDA CAGR of 20% compared to FY08-14 CAGR of 26%, providing potential upsides. Meininger is also expected to clock 20% plus CAGR driven by room capacity addition. With global economic recovery, international leisure also has potential to outperform our EBITDA growth estimate of 5% (including HBR). Overall, we estimate HBR’s EBITDA to grow at 14.6% during FY14-18. PRICE PERFORMANCE (%) 1 month (0.9) 26.9 27.8 3 months 23.1 78.7 55.5 12 months 59.9 159.8 99.9 Outlook and valuations: Favourable business mix; maintain ‘BUY’ In our view, post sale of the low-growing camping division, C&K’s business profile has improved dramatically—high growing leisure business and recession-free education business. Repayment of debt in FY16 (as guided) has potential to re-rate the stock further. We increase our FY16 earnings to account for lower interest expenses and depreciation. We maintain ’BUY’ with revised TP of INR381 (INR335 earlier). Financials (INR mn) Year to March FY13 FY14 FY15E FY16E Net revenues (INR mn) 18,087 23,076 21,751 24,377 EBITDA (INR mn) 7,180 11,106 8,368 9,460 Net profit (INR mn) 2,068 4,947 2,935 4,056 Diluted EPS (INR) 18.2 28.1 15.9 23.8 Diluted P/E (x) 17.1 11.1 19.5 13.1 EV/EBITDA (x) 10.0 7.6 9.0 7.7 ROAE (%) 16.4 32.1 15.8 19.2 Edelweiss Research is also available on www.edelresearch.com, Bloomberg EDEL <GO>, Thomson First Call, Reuters and Factset. Niraj Mansingka, CFA +91 22 6623 3315 niraj.mansingka@edelweissfin.com October 7, 2014 Edelweiss Securities Limited Hotels Key takeaways of our interaction Debt • C&K has already received sale proceeds of the camping division. It utilised the same to repay INR8.0-8.5bn loans. • Further, restructuring of HBR debt led to reduction in yearly interest outgo by INR200300mn. (Refer charts below for debt break up). • C&K will have to continue to maintain high cash of USD200mn to meet its working capital needs. Cash required for normal business operations look optically large as the company reports net revenues (FY14 net revenue ~USD400mn). However, if we compare with the gross revenues of ~USD2bn, it implies cash need of only a month. India leisure • CnK market share in outbound travel among organised players has increased from 20% to 30% plus over the past 5 years. Only Kuoni and Thomas Cook are large players in the segment with lower market shares. • The company expects India outbound leisure (~65% revenue share) to post CAGR of 25% from FY16E. • Most of the growth in outbound will come from surge in existing franchisees. Number of franchisee has increased from NIL in FY09 to 158 now. Correspondingly, revenue share from franchisee sales has increased from NIL to 40% now. Ergo, revenue contribution of tier 2/3 cities has surged to 40% now. • Inbound travel may grow at a slower pace due to high prices and low supply of five star properties in India. CnK has been marketing differentiated products like camps (www.theultimatetravellingcamp.com) and trains (Deccan Odyssey) to attract attention of leisure clientele. • C&K will be focusing more on the call centre route and enhancing revenue from existing franchisees. It is unlikely to add franchisees at the earlier pace. • There have also been indications of demand uptick in MICE and corporate travel/training. International leisure • Overall, C&K expects to grow at 10-12%. Growth in Europe and US will offset lower demand in Japan and Australia. Education (ex-Meininger) 2 • Order book for FY15 stands at 97% and FY16 at 32%. • The company estimates long-term growth of 15%. • Australian business has broken even. C&K is planning on increasing capacity at the Australian sites. • India remains a difficult place to do business due to high cost of real estate. • Revenue growth to come from Edelweiss Securities Limited Cox & Kings • Increased utilization from language courses during the lean season. One of C&K’s key competitors, Kingswood, has been focusing on increasing utilization by offering language classes. • Other important driver is reduction in drop-out rates • Increase in class sizes due to impact of ongoing baby boom in the UK Meininger • CnK estimates EBTIDA CAGR of 20% over the next 5 years due to doubling of capacity • Currently, the company has ~7,400 beds at 17 sites. It is planning to add 2,500 beds in phases. Management has already signed agreements for the same • The company’s strategy of selling 50% capacity upfront to student groups (6-8 months prior) has led to higher yields Working capital • During FY14, slowdown in business environment led to increase in working capital • Management expects to recover working capital in FY15. Already a few companies have moved to credit cards • By March 2015, management expects to release INR500mn from working capital • Since franchisee business is negative working capital, rising growth in this will reduce working capital needs Other income • Forex income of INR2.2bn in FY14 was non-cash flow based, more due to accounting norms. Net of forex income, FY14 operating EBITDA was INR8.9bn. Capex • INR1.2-1.3bn working capital including PGL and Australia. • Australia’s PGL will need capex of USD5-6mn. • Generally, maintenance capex is INR1.0bn/year. Fig. 1: HBR structure before C&K bought out the same HBR UK Gross debt of ~$290mn Source: Edelweiss research 3 Edelweiss Securities Limited Hotels Fig. 2: HBR and C&K structure a year after C&K bought out HBR equity for GBP330mn or USD540mn. C&K bought out HBR in Nov 2011 equity of $10mn Cox & Kings 100% stake equity of $210m Promethean Holdings Promethean Enterprises gross debt of ~$290mn HBR UK 100% stake debt of $200mn Equity from IPO + GDR 100% stake gross debt of $330mn Fig. 3: 34% post completion of sale of 34% stake in HBR to CVCI Private Equity for USD142mn on Aug 2012 CVCI Private Equity 34% stake 100% stake Cox & Kings 100% stake Promethean Holdings Promethean Enterprises gross debt of ~$290mn HBR UK 66% stake gross debt of $200mn debt of $200mn Fig. 4: Financial structure just before completion of sale of HBR’s camping division CVCI Private Equity 34% stake SG gross debt of $97mn 100% stake Cox & Kings India gross debt of ~$125mn Promethean Enterprises debt of $190mn 66% stake Promethean Holdings 100% stake HBR UK Gross debt of ~$285mn gross debt of $180mn Source: Edelweiss research 4 Edelweiss Securities Limited Cox & Kings Fig. 5: Sale completion of HBR’s Camping division for USD148mn (gross) in Sep 2104 CVCI Private Equity 34% stake SG gross debt of $97mn 100% stake Cox & Kings Promethean Enterprises 66% stake Promethean Holdings 100% stake HBR UK gross debt of ~$345mn debt of $190mn India gross debt of ~$125mn Source: Edelweiss research Change in Estimates Net Revenue EBITDA EBITDA Margin Core profit New 21,751 FY15E Old 22,057 % change (1.4) New 24,377 FY16E Old 25,014 8,368 8,461 (1.1) 9,460 9,397 38.5 38.4 38.8 37.6 2,374 2,199 3,451 3,052 7.9 % change Comments (2.5) 0.7 13.1 Reduction in depreciation and interest PAT Margin Capex 13.5 12.5 (6,887) (6,639) 5 3.7 16.6 14.7 2,000 2,000 0.0 Edelweiss Securities Limited Hotels Company Description C&K is one of the largest and widely recognised holiday brands in India and has evolved over 250 years. The company caters to overall travel needs of Indian and International travelers and is a one stop solution for all their requirements. It owns 66% in Holidaybreak Plc, UK (HBR), which is Europe focused adventure and education touring company. It has presence in 19 countries excluding India and has 255 touch points covering 164 locations. It has significant operations in the UK, Dubai, Japan and the US. In India, the company caters to outbound (offers tour packages both group and customized), inbound (offers hotel bookings, airport transfer, ticketing services etc.), and domestic travelers (offers tour packages) through its wide distribution network and global reach. In its international presence, CNK is primarily an outbound tour operator and has grown through both organic and inorganic route. Its business can be broadly categorized as leisure travel, corporate travel, forex and visa processing. HBR provides education tours under PGL, NST, and Meininger brands. PGL offers residential education tours for over 5,000 schools in UK. Meininger provides hostel accommodation for young urban travelers offering superior amenities and services at affordable prices. Investment Theme Well diversified revenue – both across geographies and business lines. High growth in leisure business as economic growth picks up. India leisure revenues grew at CAGR of 30% during last decade. Reduction in debt to reduce balance sheet risk, and hence lead to higher valuations. Key Risks Inability of the company to drive volumes could lower its bargaining power with business partners and affect overall business growth, requirement of further working capital investment in subsidiaries and other group companies might affect cash flows, unforeseen events like war or calamities could affect consumer interest in travelling. 6 Edelweiss Securities Limited Cox & Kings Financial Statements Key Assumptions Income statement Year to March FY13 FY14 FY15E FY16E Macro Year to March (INR mn) FY13 FY14 FY15E FY16E Net revenue Employee costs 18,087 6,958 23,076 8,748 21,751 8,265 24,377 9,263 Other Expenses 2,698 2,165 4,030 4,313 Advertisement expenses 1,251 1,057 1,088 1,341 10,907 11,970 13,383 14,917 EBITDA 7,180 11,106 8,368 9,460 Depreciation & Amortization 1,474 1,711 1,828 1,782 5,707 9,395 6,541 7,678 588 431 461 364 GDP(Y-o-Y %) Inflation (Avg) 5.0 7.4 4.8 6.2 5.4 5.5 6.3 6.0 Repo rate (exit rate) 7.5 8.0 7.8 7.3 54.4 60.5 60.0 59.0 Growth - Leisure Sector (RoW) (%) 11.9 7.0 10.0 9.0 Growth - Leisure Sector (Standalone) (%) 25.9 12.4 16.5 21.0 EBIT Increase in No of Beds (Meininger) (y/y % Increase) 21.9 2.9 - 14.3 Other income HBR - Leisure EBITDA Margins (%) 32.0 31.1 31.0 31.0 Interest expenses 3,705 3,236 3,088 2,633 HBR - Camping EBITDA Margins (%) 48.6 41.9 - - Profit before tax 2,589 6,590 3,913 5,408 Tax rate (%) 20.1 24.9 25.0 25.0 Provision for tax 521 1,643 978 1,352 2,068 4,947 2,935 4,056 USD/INR (Avg) Company Operating expenses Dividend payout ratio (%) 5.5 3.6 6.3 4.2 Profit before share of associates Depreciation as % of gross block 5.8 5.9 5.8 5.8 Associate 960 (659) (561) (605) Net profit 3,028 4,288 2,374 3,451 Extraordinary income/ (loss) (544) (456) (200) (200) Profit After Tax 2,484 3,832 2,174 3,251 Basic EPS (INR) 18.2 28.1 15.9 23.8 Shares outstanding (mn) 137 137 137 137 Diluted EPS (INR) 18.2 28.1 15.9 23.8 CEPS (INR) 25.7 48.4 35.2 43.2 Dividend per share (INR) 1.0 1.0 1.0 1.0 Dividend payout (%) 5.5 3.6 6.3 4.2 Year to March FY13 FY14 FY15E FY16E Gross margin EBITDA margins 39.7 39.7 48.1 48.1 38.5 38.5 38.8 38.8 EBIT margins 31.6 40.7 30.1 31.5 Net profit margins 11.4 21.4 13.5 16.6 Year to March FY13 FY14 FY15E FY16E Revenues EBITDA 115.9 329.2 27.6 54.7 (5.7) (24.7) 12.1 13.0 Net profit 255.6 139.2 (40.7) 38.2 EPS 497.2 54.2 (43.3) 49.5 Common size metrics Growth ratios (%) 7 Edelweiss Securities Limited Hotels Balance sheet As on 31st March (INR mn) Cash flow metrics FY13 FY14 FY15E FY16E FY13 FY14 FY15E FY16E Equity capital Reserves & surplus 683 12,577 683 16,867 683 18,881 683 21,972 Year to March Operating cash flow Investing cash flow 1,745 (1,812) 11,296 (15,920) 4,695 7,169 6,973 (1,636) Shareholders funds (5,993) 13,260 17,549 19,564 22,655 Financing cash flow 2,568 5,718 (14,484) Minority interest (BS) 5,422 8,205 8,726 9,291 Net cash flow 2,501 1,094 (2,619) (657) Short term debt 7,737 8,442 9,600 9,400 Capex (1,695) (19,982) 6,887 (2,000) Long term debt 39,182 47,395 35,000 32,000 (159) (159) (160) (160) Borrowings 46,919 55,836 44,600 41,400 680 699 738 792 Sources of funds 66,280 82,289 73,628 74,138 Year to March FY13 FY14 FY15E FY16E Total net fixed assets Non current investments 48,383 4,383 66,654 321 57,939 500 58,157 500 ROAE (%) ROACE (%) 9.6 16.4 13.1 32.1 8.4 15.8 10.5 19.2 4.7 Deferred tax liability Dividends paid Profitability & efficiency ratios Current Investments 281 281 281 281 4.8 5.8 3.0 Cash and equivalents 12,693 13,786 11,167 10,510 Inventory day 4 3 4 4 186 199 235 266 Debtors days 164 161 191 184 Sundry debtors 9,054 11,356 11,463 13,070 Payable days 150 154 147 139 Loans and advances 8,438 12,193 12,518 13,219 Cash conversion cycle (days) 17 10 48 48 Other current assets 33 17 17 17 Current ratio 1.8 1.7 1.7 1.7 30,404 37,551 35,399 37,082 Net Debt/Equity 3.5 3.2 2.3 1.8 4,700 5,428 5,363 6,011 Interest coverage 1.5 2.9 2.1 2.9 Others current liabilities 12,472 17,089 15,128 15,871 Total current liabilities & 17,171 22,517 20,491 21,881 540 1,247 3,741 4,690 66,280 82,289 73,628 74,138 97.1 128.5 143.3 165.9 Inventories Total current assets (ex cash) Trade payable Net current assets (ex cash) Uses of funds Book value per share (INR) Free cash flow ROA Operating ratios Year to March FY13 FY14 FY15E FY16E Total asset turnover Fixed asset turnover 0.3 0.4 0.3 0.4 0.3 0.3 0.3 0.4 Equity turnover 1.4 1.5 1.2 1.2 (INR mn) Year to March FY13 FY14 FY15E FY16E Valuation parameters Net profit Depreciation 1,928 1,474 4,475 1,711 2,695 1,828 3,816 1,782 Year to March FY13 FY14 FY15E FY16E Deferred tax (27) (47) 39 54 Diluted EPS (INR) Y-o-Y growth (%) 18.2 497.2 28.1 54.2 15.9 (43.3) 23.8 49.5 Others 2,098 6,019 2,627 2,270 CEPS (INR) 25.7 48.4 35.2 43.2 Gross cash flow 5,472 12,159 7,189 7,922 Diluted PE (x) 17.1 11.1 19.5 13.1 Less: Changes in WC 3,728 863 2,494 949 Price/BV (x) 3.2 2.4 2.2 1.9 Operating cash flow 1,745 11,296 4,695 6,973 EV/Sales (x) 4.0 3.6 3.5 3.0 Less: Capex 1,695 19,982 (6,887) 2,000 50 (8,686) 11,583 4,973 EV/EBITDA (x) Dividend yield (%) 11.4 0.3 8.3 0.3 10.1 0.3 8.7 0.3 Free cash flow 8 Edelweiss Securities Limited Cox & Kings Additional Data Directors Data A. B. M. Good Urrshila Kerkar S. C. Bhargava Non-Exectuive Chairman Executive Director Independent Director Peter Kerkar Mahalinga Narayanan Pesi Patel Executive Director Independent Director Independent Director Auditors - M/s. Chaturvedi & Shah *as per last available data Holding – Top10 Perc. Holding 24.2 11.1 4.42 3.4 2.01 Sneh sadan graphic s Liz investments pvt Good anthony b m Kerkar urrshila Kerkar peter Perc. Holding 13.44 8.07 4.27 2.96 1.9 Kubber invstmnt maur Capital group compan Icici prudential lif Macquarie bank limit Life insurance corp *as per last available data Bulk Deals Data 03 Jan 2014 Acquired / Seller J P M S L A/C Copthall Mauritius Investment Ltd B/S Buy Qty Traded 684216 Price 132.74 02 Jan 2014 J P M S L A/C Copthall Mauritius Investment Ltd Buy 813172 121.99 *as per last available data Insider Trades Reporting Data Acquired / Seller B/S Qty Traded No Data Available *as per last available data 9 Edelweiss Securities Limited Hotels Edelweiss Securities Limited, Edelweiss House, off C.S.T. Road, Kalina, Mumbai – 400 098. Board: (91-22) 4009 4400, Email: research@edelweissfin.com Vikas Khemani Head Institutional Equities vikas.khemani@edelweissfin.com +91 22 2286 4206 Nischal Maheshwari Co-Head Institutional Equities & Head Research nischal.maheshwari@edelweissfin.com +91 22 4063 5476 Nirav Sheth Head Sales & Strategy nirav.sheth@edelweissfin.com +91 22 4040 7499 Coverage group(s) of stocks by primary analyst(s): Hotels Cox And Kings (India), Mahindra Holidays & Resorts Recent Research Date Company Title 18-Aug-14 Cox and Kings 28-Jul-14 Mahindra Holidays & Resorts 02-Jun-14 Cox and Kings Price (INR) Recos Debt re-payments increase; Result Update 287 Buy Sales costs remain high; Result Update 300 Hold Sale of camping to reduce leverage; Result Update 179 Buy Distribution of Ratings / Market Cap Rating Interpretation Edelweiss Research Coverage Universe Rating Distribution* * 1 stocks under review > 50bn Market Cap (INR) 144 Buy Hold 151 44 Reduce Total 9 205 Between 10bn and 50 bn < 10bn 56 5 10 Rating Expected to Buy appreciate more than 15% over a 12-month period Hold appreciate up to 15% over a 12-month period Reduce depreciate more than 5% over a 12-month period Edelweiss Securities Limited Cox & Kings DISCLAIMER General Disclaimer: This report has been prepared by Edelweiss Securities Limited (Edelweiss). Edelweiss, its holding company and associate companies are a full service, integrated investment banking, portfolio management and brokerage group. Our research analysts and sales persons provide important input into our investment banking activities. This report does not constitute an offer or solicitation for the purchase or sale of any financial instrument or as an official confirmation of any transaction. The information contained herein is from publicly available data or other sources believed to be reliable, but we do not represent that it is accurate or complete and it should not be relied on as such. Edelweiss or any of its affiliates/ group companies shall not be in any way responsible for any loss or damage that may arise to any person from any inadvertent error in the information contained in this report. This report is provided for assistance only and is not intended to be and must not alone be taken as the basis for an investment decision. The user assumes the entire risk of any use made of this information. Each recipient of this report should make such investigation as it deems necessary to arrive at an independent evaluation of an investment in the securities of companies referred to in this report (including the merits and risks involved), and should consult his own advisors to determine the merits and risks of such investment. The investment discussed or views expressed may not be suitable for all investors. We and our affiliates, group companies, officers, directors, and employees may: (a) from time to time, have long or short positions in, and buy or sell the securities thereof, of company (ies) mentioned herein or (b) be engaged in any other transaction involving such securities and earn brokerage or other compensation or act as advisor or lender/borrower to such company (ies) or have other potential conflict of interest with respect to any recommendation and related information and opinions. This information is strictly confidential and is being furnished to you solely for your information. This information should not be reproduced or redistributed or passed on directly or indirectly in any form to any other person or published, copied, in whole or in part, for any purpose. This report is not directed or intended for distribution to, or use by, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction, where such distribution, publication, availability or use would be contrary to law, regulation or which would subject Edelweiss and affiliates/ group companies to any registration or licensing requirements within such jurisdiction. The distribution of this report in certain jurisdictions may be restricted by law, and persons in whose possession this report comes, should inform themselves about and observe, any such restrictions. The information given in this report is as of the date of this report and there can be no assurance that future results or events will be consistent with this information. This information is subject to change without any prior notice. Edelweiss reserves the right to make modifications and alterations to this statement as may be required from time to time. However, Edelweiss is under no obligation to update or keep the information current. Nevertheless, Edelweiss is committed to providing independent and transparent recommendation to its client and would be happy to provide any information in response to specific client queries. Neither Edelweiss nor any of its affiliates, group companies, directors, employees, agents or representatives shall be liable for any damages whether direct, indirect, special or consequential including lost revenue or lost profits that may arise from or in connection with the use of the information. Past performance is not necessarily a guide to future performance. The disclosures of interest statements incorporated in this report are provided solely to enhance the transparency and should not be treated as endorsement of the views expressed in the report. Edelweiss Securities Limited generally prohibits its analysts, persons reporting to analysts and their dependents from maintaining a financial interest in the securities or derivatives of any companies that the analysts cover. The information provided in these reports remains, unless otherwise stated, the copyright of Edelweiss. All layout, design, original artwork, concepts and other Intellectual Properties, remains the property and copyright Edelweiss and may not be used in any form or for any purpose whatsoever by any party without the express written permission of the copyright holders. Analyst Certification: The analyst for this report certifies that all of the views expressed in this report accurately reflect his or her personal views about the subject company or companies and its or their securities, and no part of his or her compensation was, is or will be, directly or indirectly related to specific recommendations or views expressed in this report. Analyst holding in the stock: No. Edelweiss shall not be liable for any delay or any other interruption which may occur in presenting the data due to any reason including network (Internet) reasons or snags in the system, break down of the system or any other equipment, server breakdown, maintenance shutdown, breakdown of communication services or inability of the Edelweiss to present the data. In no event shall the Edelweiss be liable for any damages, including without limitation direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with the data presented by the Edelweiss through this presentation. 11 Edelweiss Securities Limited Hotels Disclaimer for U.S. Persons This research report is a product of Edelweiss Securities Limited, which is the employer of the research analyst(s) who has prepared the research report. The research analyst(s) preparing the research report is/are resident outside the United States (U.S.) and are not associated persons of any U.S. regulated broker-dealer and therefore the analyst(s) is/are not subject to supervision by a U.S. broker-dealer, and is/are not required to satisfy the regulatory licensing requirements of FINRA or required to otherwise comply with U.S. rules or regulations regarding, among other things, communications with a subject company, public appearances and trading securities held by a research analyst account. This report is intended for distribution by Edelweiss Securities Limited only to "Major Institutional Investors" as defined by Rule 15a-6(b)(4) of the U.S. Securities and Exchange Act, 1934 (the Exchange Act) and interpretations thereof by U.S. Securities and Exchange Commission (SEC) in reliance on Rule 15a 6(a)(2). If the recipient of this report is not a Major Institutional Investor as specified above, then it should not act upon this report and return the same to the sender. Further, this report may not be copied, duplicated and/or transmitted onward to any U.S. person, which is not the Major Institutional Investor. In reliance on the exemption from registration provided by Rule 15a-6 of the Exchange Act and interpretations thereof by the SEC in order to conduct certain business with Major Institutional Investors, Edelweiss Securities Limited has entered into an agreement with a U.S. registered broker-dealer, Enclave Capital, LLC ("Enclave"). Transactions in securities discussed in this research report should be effected through Enclave Capital, LLC. Disclaimer for U.K. Persons The contents of this research report have not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA"). In the United Kingdom, this research report is being distributed only to and is directed only at (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005 (the “Order”); (b) persons falling within Article 49(2)(a) to (d) of the Order (including high net worth companies and unincorporated associations); and (c) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This research report must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this research report relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this research report or any of its contents. This research report must not be distributed, published, reproduced or disclosed (in whole or in part) by recipients to any other person. Disclaimer for Canadian Persons This research report is a product of Edelweiss Securities Limited ("ESL"), which is the employer of the research analysts who have prepared the research report. The research analysts preparing the research report are resident outside the Canada and are not associated persons of any Canadian registered adviser and/or dealer and, therefore, the analysts are not subject to supervision by a Canadian registered adviser and/or dealer, and are not required to satisfy the regulatory licensing requirements of the Ontario Securities Commission, other Canadian provincial securities regulators, the Investment Industry Regulatory Organization of Canada and are not required to otherwise comply with Canadian rules or regulations regarding, among other things, the research analysts' business or relationship with a subject company or trading of securities by a research analyst. This report is intended for distribution by ESL only to "Permitted Clients" (as defined in National Instrument 31-103 ("NI 31-103")) who are resident in the Province of Ontario, Canada (an "Ontario Permitted Client"). If the recipient of this report is not an Ontario Permitted Client, as specified above, then the recipient should not act upon this report and should return the report to the sender. Further, this report may not be copied, duplicated and/or transmitted onward to any Canadian person. ESL is relying on an exemption from the adviser and/or dealer registration requirements under NI 31-103 available to certain international advisers and/or dealers. Please be advised that (i) ESL is not registered in the Province of Ontario to trade in securities nor is it registered in the Province of Ontario to provide advice with respect to securities; (ii) ESL's head office or principal place of business is located in India; (iii) all or substantially all of ESL's assets may be situated outside of Canada; (iv) there may be difficulty enforcing legal rights against ESL because of the above; and (v) the name and address of the ESL's agent for service of process in the Province of Ontario is: Bamac Services Inc., 181 Bay Street, Suite 2100, Toronto, Ontario M5J 2T3 Canada. Copyright 2009 Edelweiss Research (Edelweiss Securities Ltd). All rights reserved Access the entire repository of Edelweiss Research on www.edelresearch.com 12 Edelweiss Securities Limited