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This is the sole and exclusive property of HDFC Life. October 18, 2016 HDFC Standard Life Insurance Company Limited Investor presentation September 2016
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Page 1: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

This is the sole and exclusive property of HDFC Life. October 18, 2016

HDFC Standard Life Insurance Company Limited

Investor presentation – September 2016

Page 2: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

India Life Insurance HDFC Life - Business Snapshot Journey with Max Annexures

Agenda

A

2

Page 3: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

5,655

3,397 2,931 2,717

316 215

153 43 43

Hong K

ong

Ta

iwan

Sin

gapore

Japan

Mala

ysia

Th

aila

nd

Chin

a

India

Indonesia

Growth opportunity – Under-penetration vs global benchmarks

India has the highest protection

gap in the region, as growth in

savings and life insurance

coverage has lagged behind

economic and wage growth

Despite moderate penetration,

the protection gap has increased

over 4x in last 15 years with

significantly low insurance density

Source: Swiss Re, MOSPI

Note: Penetration as measured by premiums as % of GDP, Density defined as the ratio of premium underwritten in a given year to

the total population

Life insurance penetration (2015)

15.7%

13.3%

8.3%

5.6%

3.7% 3.4% 2.7% 2.0% 1.3%

Ta

iwan

Hong K

ong

Japan

Sin

gapore

Th

aila

nd

Mala

ysia

India

Chin

a

Indonesia

33 40 41

48 56

49 43 41 44 43

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

India life insurance density US$ (2006-15)

Life insurance density US$ (2015)

4.1% 4.0% 4.0% 4.6% 4.4%

3.4% 3.2% 3.1% 2.6% 2.7%

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

India life insurance penetration (2006-15)

3

Protection gap (2014)

92.2% 88.3% 78.4%

73.3% 72.5% 70.2%

56.3% 56.0%

16.4%

India

Chin

a

Th

aila

nd

Indonesia

Mala

ysia

Hong K

ong

Japan

Sin

gapore

Ta

iwan

Page 4: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

India's insurable population is anticipated to touch 750 million in 2020

India is currently one of the world’s youngest nation with around 60% population under the age of 30,

offering great opportunity for long term savings and investment plans

Demand for retirement policies to rise with increasing life expectancy, declining birth-rates and proportion of

India’s elderly population expected to increase by almost 50% by 2030

Emergence of nuclear families and increasing life expectancy to facilitate need for pension and protection

based products

Life expectancy (Years)1

Source : 1 Census of India 2 United Nations World Populations Prospects Report (2012), EY Report on Indian insurance sector – 2015

Growth opportunity – Favourable demographics

63

67

70 71

1999-02 2006-10 2016-20(E) 2021-25(E)

53% 50% 45% 43%

33% 34% 36% 37% 14%

16% 19% 20%

1999-02 2006-10 2016-20(E) 2021-25(E)

Less than 25 years 25-49 years 50 years and above

1.1 1.2

1.3 1.4

Population composition (bn)2

4

Page 5: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

9% 10% 11% 11%

56%40%

56%47%

15%

26%

18%

19%

9% 13%

12%16%

11% 11%3% 7%

0%

20%

40%

60%

80%

100%

120%

FY07 FY10 FY13 FY15

Currency Deposits Life insurance funds Provident and pension funds Others

Source: DBIE-RBI Statistics (2015), RBI Annual Report (2014), Economic Survey 2014-15 Vol II, Press note 2014-15 by CSO

Financial savings mix

Underperforming equity markets and persistently high inflation led to a larger proportion of household saving

shifting towards physical assets between FY 08 and FY 15

Share of life insurance within financial assets has grown as it caters to a unique mix of long-term savings and

protection needs

Various government initiatives to promote financial inclusion:

− Implementation of JAM trinity – around 220 million new savings bank accounts opened in last two years

− Licenses to banks promoting financial inclusion including Small Finance Banks and Payment Banks

− Launch of affordable PMJJBY and PMSBY social insurance schemes - gross enrolments of around 124 million

− Atal Pension Yojana promoting pension in unorganized sector

Life insurance – A preferred savings instrument

Household savings composition

49% 48% 33% 40%

51% 52% 67% 60%

FY07 FY10 FY13 FY15

Financial savings Physical savings

23% 25% 22% 19%

Household savings as % of GDP

5

Page 6: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Life insurance – Evolution of the industry

FY04-08 Expansion

FY09-14 Achieving the new normal

FY15 onwards Growth revival

FY01-03 Entry

FY01-03 FY04-08 FY09-14 FY15 onwards

Features Entry of private players

Introduction of Bancassurance

Superior growth – introduction of ULIPs

Favorable equity markets

Muted growth with regulatory tightening and increased focus on quality of business coupled with dismal equity market performance

Revival of growth with top private players taking the lead

Customer Risk-averse Traditional

Risk-taking Experimental

Cautious Conservative

Long term focus Protection

Environment Beginning of growth phase

Capital markets boom and bust Slow growth Revival of growth

Regulatory Environment

Benign Enabling Proactive Watchful

Industry Foreign partner transfer knowledge

Product innovation Private market share expands

Service orientation Digitization Service delivery

8% 34% 17% 13% 2% 19% (10%) (4%) (2%) (5%) (8%) 17% (10%) 31% 92%

23 14 13 12 12 11 4 23 23 23 23 22 22 21 17 15

Private sector growth1

Industry growth1

# of private players

>100% >100% >100% >100%

81%

100% 86%

1% 7%

-20% -24%

2%

-3%

16% 14%

FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16

Note: 1 On individual FYWRP basis, Source: IRDAI and Life Insurance Council 6

Page 7: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

72

143

266 269288

230

175 178 172

200

227

59

138

260 261

203

262273

304292

285

208 214

60

-

5,000

10,000

15,000

20,000

25,000

30,000

0

50

100

150

200

250

300

350

400

450

FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 YTD Jul'16

Se

nse

x

Ind

ivid

ual

WR

P i

n R

s. B

n

Sensex Private Players LIC

* Basis Individual Weighted Received Premium (WRP)

Source: IRDAI, Life Insurance Council, HDFC Life Analysis

Private sector gained higher market share than LIC for the first time in FY16, post FY11 regulatory changes

Industry new business* trends

34% 35% 50% 57% 52% 46% 37% 38% 38% 49% 52% 49% Private players market share

99% 86% 1% 7% -20% -24% 2% -3% 16% 14% 18%

88% 0% -22% 29% 4% 11% -4% -2% -27% 3% 12%

92% 31% -10% 17% -9% -5% -2% -3% -11% 8% 15%

Grow

th %

Private

LIC

Overall

7

In

div

idu

al W

RP

in

Rs b

n

Sen

sex

Page 8: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Note: 1. Basis Individual Weighted Received Premium (WRP) as disclosed by IRDAI, Life Insurance Council

2. Top 7 players based on YTD Jul’16 business numbers, comprising of ICICI Pru, SBI Life, HDFC Life, Max Life, PNB Metlife,

Kotak Life and Tata AIA

Amongst private insurers, insurers with a strong bancassurance platform continue to dominate with

increasing market share of the total private individual new business

Private industry – Market share trends

Top 7 private players vs other players

8

41% 39% 35% 33% 29% 25% 23%

59% 61% 65% 67% 71% 75% 77%

FY11 FY12 FY13 FY14 FY15 FY16 YTD Jul'16

Rest Private Top 7

Page 9: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

68%

40% 37%

33%

43%

32%

60% 63%

67%

57%

FY11 FY12 FY13 FY14 FY15

Unit Linked Conventional

Private industry – Product and distribution mix

Reduced distributors’ payout and high expense structure led many players to move to traditional products

over last few years

Share of Bancassurance sourced business has consistently increased on the back of increasing reach of banks

Share of Agency has declined post regulatory changes in FY11

Source: IRDAI, Life Insurance Council, HDFC Life Analysis

Note: 1. Basis Overall WRP (Individual and Group); 2. Basis Individual New business premia

Distribution mix2 Product mix1

47% 44% 40% 41% 36%

33% 39% 43% 44% 47%

9% 8% 6% 4% 3% 5% 5% 5% 5% 5%

6% 4% 6% 7% 9%

FY11 FY12 FY13 FY14 FY15

Individual Agents Corporate Agents - Banks

Corporate Agents - Others Brokers

Direct Business

9

Page 10: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

B

India Life Insurance HDFC Life - Business Snapshot Journey with Max Annexures

Agenda

10

Page 11: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

HDFC Life overview

Reach:

Employees

14,610

Partner Branches (Banca and Brokers)

12,000+

Offices9

396

Persistency7 (13th month): 80% Persistency7 (61th month): 48% Conservation ratio: 83%

Persistency

AUM: Rs 783.3 bn Net worth6: Rs 34.1 bn

Balance sheet

Total premium: Rs 32.2 bn Net Premium1: Rs 8.1 bn APE: Rs 5.9 bn Premiums

EVOP%4: 17.4%; RoE: 31.8% Opex ratio5: 14.5%

Profitability & efficiency

EV: Rs 107.8 bn VNB: Rs 1.3 bn NB Margin (Post Overrrun): 19.7% EV3 & VNB3

Established in 2000, HDFC Standard Life

Insurance Company (‘HDFC Life’) is partnership

between HDFC Ltd. and Standard Life

1st private life insurer to launch operations in

India

Solvency ratio of 204% as on June 30, 2016

Product portfolio of 29 individual and 8 group

products, along with 7 optional riders

Subsidiaries

− HDFC Pension Management Company Limited

(Investment of Rs 280 mn)

− HDFC International Life and Re Company Ltd

(Investment of USD 12.33 mn)

Snapshot of operations (Q1 FY17) Overview

Unit Linked: 47% Non-linked (Participating): 39% Non-linked (Non Participating): 14%

Product mix8

Individual new business premium: 3 Group business premium: 2 Ranking2

Individual agents

85,000+

1 Calculated as Total premium less surrenders, withdrawals, benefits and claims paid; 2 Ranking among private players based on Q1 FY17 data; 3 EV: Embedded value, VNB: Value of New business; 4 EVOP% - Annualized EVOP (Embedded value operating profit)/Opening EV; 5 Operating expenses divided by Total premium; 6 Net worth comprises of Share capital, Share premium and Accumulated profits/ (losses) 7 Based on original premium; 8 Based on Individual APE excluding service tax; 9 Including corporate office in Mumbai and 2 operations hubs

11

policies (Individual new business)

0.17 mn

Page 12: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Our strengths

Strong parentage and a trusted brand that enhances our appeal to consumers

An independent, experienced leadership team driving business performance using a balanced scorecard approach

Growing and profitable multi-channel distribution footprint that provides market access across geographies & consumer segments

Leading position in bancassurance with longstanding partnerships

Efficient technology platform that ensures ease of purchase for consumers and enables rapid integration with distributors

Proven ability to consistently grow and deliver across business cycles

1

2

3

4

5

6

Strong financial performance defined by profitable growth reflecting robustness of the business model

7

12

Page 13: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Financial and operational snapshot (1/2)

Notes:

1. Gross of reinsurance for both individual and group business 2. FY16 EV based on external review. For Q1, EVOP% is annualised 3. Comprises of Share capital, Share premium and Accumulated profits/(losses) 4. Calculated using net profit and share capital including share premium. For Q1, net profit is annualised

13

FY14 FY15 FY16 CAGR Q1 FY16 Q1 FY17

Key Financial Metrics

New business Premium 40.4 54.9 64.9 27% 10.9 14.1

Renewal Premium 80.2 93.4 98.3 11% 17.0 18.1

Total Premium 120.6 148.3 163.1 16% 28.0 32.2

Individual WRP 23.7 29.7 33.3 18% 4.9 5.6

Group premium 14.8 21.8 28.3 38% 5.2 7.1

Premium Less Benefit Payouts (1) 73.6 65.8 80.6 5% 19.0 24.0

Net profit 7.3 7.9 8.2 6% 2.3 2.5

Assets Under Management 505.5 670.5 742.5 21% 680.5 783.3

Embedded Value (2) 69.9 88.1 102.3 21% 91.2 107.8

Net Worth (3) 19.3 25.4 31.5 28% 27.7 34.1

Key Financial Ratios

Overall New Business Margins (post overrun) (2) 15.2% 18.5% 19.9% 10.1% 19.7%

EVOP % (2) 18.9% 21.7% 20.6% 17.0% 16.4%

Operating Expenses / Total Premium 10.7% 10.2% 11.6% 11.6% 14.5%

Total Commissions / Total Premium 4.3% 4.2% 4.3% 3.4% 3.9%

Return on Invested Capital (4) 33.6% 36.4% 37.8% 42.2% 45.2%

Page 14: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Financial and operational snapshot (2/2)

Notes:

5. Calculated using as net profit and average net worth (Net worth comprises of Share capital, Share premium and Accumulated profits/(losses)). For Q1, net profit is annualised

6. Persistency ratio is computed for rolling 12 months with a 1 month lag on original premium basis, based on individual business as per the latest IRDA circular

7. Conservation ratio for individual business 8. Based on individual APE excluding service tax. UL stands for Unit Linked, Trad stands for Traditional, Par stands for Participating & CA stands

for Corporate Agents. Percentages are rounded off. 9. Based on total new business premium including group. Percentages are rounded off. 10. Comprises of individual, broker and corporate consultants

14

FY14 FY15 FY16 Q1 FY16 Q1 FY17

Key Financial Ratios

Return on Equity (5) 44.7% 35.1% 28.7% 36.7% 31.8%

Solvency Ratio 194% 196% 198% 208% 204%

Persistency (13M / 61M) (6) 69%/21% 73%/37% 79%/47% 74%/37% 80%/48%

Conservation Ratio (7) 79% 90% 80% 83% 83%

Business Mix (%)

Product (UL/Trad Non Par/Trad Par) (8) 50/14/36 63/16/21 56/14/30 66/15/19 47/14/39

Indl Distribution (CA/Agency/Broker/Direct) (8) 70/16/7/7 74/13/5/8 75/12/4/9 73/13/5/9 70/14/6/10

Total Distribution (CA/Agency/Broker/Direct/Group) (9) 43/10/4/6/37 41/10/3/6/40 40/8/2/7/43 33/10/2/7/48 29/11/2/8/50

Other Details

New business No. of Individual Policies Sold (In 000s) 884 876 1,150 182 172

HDFC Life Branches (No.) 429 414 398 414 396

No. of Financial Consultants (In 000s) (10) 75 86 117 94 86

Total Employees (No.) 13,963 14,348 15,254 14,537 14,610

Page 15: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Technology solutions to enhance business outcomes

15

Distribution & Sales Force enablement

Ecommerce & Digital Marketing

Digitizing Operations & Underwriting

Workforce Learning & Management

Work in progressDeployment / Early adoption stageGood adoptionComplete adoption

Big Data &

Analytics –

Claims &

Financial UW

Pre-approved

Sum Assured

(PASA)

Robotics &

Desktop

Automation

India Stack

(eKYC,

Biometrics, UPI)

Go Online &

Learn (GOAL)

Mobile HR

Management

Systems

Enterprise

MOOC

On demand

learning

solutions

Mobility Suite

(Insta-Series)

OTC Policy

Issuance

Mobile Sales

Diary

MyMix

Customized

Solutions

Lead Warming

Call Centers

Virtual Sales

Assistant

Geo & Spatial

Capabilities

Virtual

Branch

Mobile

Commerce

Partner

Integration

Configurable,

Modular Stack

Open Source

Technology on

Cloud

Select toolsArea

Website 3.0

Hyper-

personalization

Digital

Relationship

Manager

Plug & Play

Partner

Onboarding

Toolkit

OCR technology

Page 16: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Our strategy

Drive technology enablement across the value chain

I. Create an agile, multi-channel distribution

platform to fortify and diversify our

revenue mix

II. Drive innovation in

product development and sales to enhance customer value

proposition

III. Invest in digital ecosystem

to establish leadership in the

fast growing online segment

IV. Continue to build economies

of scale to ensure profitability and cost leadership

Invest in skill development & workforce retention

Delivering Value

Ensure effective risk mitigation & management

Enhance customer experience

16

Page 17: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

C

India Life Insurance HDFC Life - Business Snapshot Journey with Max Annexures

Agenda

17

Page 18: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Proposed transaction structure

Single Composite Scheme of Arrangement

• Step #1: Max Life merges into Max FS (listed entity)

• Step #2: Merged entity in Step#1 demerges life insurance undertaking into HDFC Life (Entity referred to as MergeCo subsequently)

• Step#3: Max FS (holding residual business) merges with Max India (listed entity)

18

Page 19: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Indicative shareholding post the transaction

19

• Promoter holding: 66.6%

• Domestic holding: 58.5%

• Foreign holding: 41.5%

Promoters of the resultant entity would be HDFC Ltd. and Standard Life

Max FS69.0%MSI

25.0%

Axis Bank6.0%

HDFC Ltd.61.6%

Standard Life35.0%

Others3.4%

Final shareholding of HDFC Life will depend on shareholding of each entity as on the record date of the transaction

Max Sponsors

Foreign Institutions44.0%

Others10.0%

Domestic Institutions15.6% 30.5%

HDFC Ltd.42.5%

Standard Life24.1%

Others19.1%

Max Sponsors6.5%

MSI7.8%

Notes 1.Based on shareholding as of Jun 30, 2016 for respective companies

Page 20: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Transaction strategic benefits(1/2)

Increased market share with diversified distribution network 1

Wider product basket with a balanced portfolio 2

• HDFC Life has FY16 market share of 6.3%(1) and 3.5%(2) in individual and group segment respectively versus Proforma market share to be ~10.8%(1) and 3.85%(2) in individual and group segment respectively

• Increased number of service touch points for the customers

• Distribution mix (3) of HDFC Life– Agency (13%), Banca (71%), Direct (12%), Others (4%) versus Proforma Distribution mix (3) – Agency (19%), Banca (67%), Direct (11%), Others (2%)

Notes 1.Based on FY16 individual new business received premiums 2.Based on FY16 group new business received premiums 3.Based on FY16 individual APE (excluding tax) and individual WRP for HDFC Life and Max Life respectively

• Wider product suite across categories

• Product mix (3) of HDFC Life – PAR (30%), Non-PAR (14%), ULIP (56%) versus Proforma Product mix (3) – PAR (42%), Non-PAR (13%), ULIP (45%)

Enhanced access to bancassurance channels – Partnership with 3 out of 6 top private sector banks

3

20

Page 21: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Transaction strategic benefits (2/2)

21

Revenue and cost synergies to enhance shareholder value 4

• Integrated platforms – technology, digital, mobility, analytics, operations and underwriting

• Higher cross sell opportunities

• Best practices to enhance distribution productivity

• Savings due to value engineering

Improved employee value proposition 5

• Better opportunities for employees across geographies and functions

• Access to a larger talent pool with intent to retain talent across the two companies

• Employer of choice to attract and retain talent

Page 22: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

21,130

1,101 1,039

778 742

441

358 308

192 169 160 135

-

200

400

600

800

1,000

1,200

1,400

LIC Proforma ICICI Pru SBI Life HDFC Life Bajaj Life Max Life Birla Sunlife Tata AIA Kotak Life Reliance Life PNB MetLife

56%

11%

9%9%

6%

2%

4%

1%2% 2%

0%

2%

81%

4%

3%2%

4%2%

0%

2% 1%1%

2%

0%

70%

7%

5% 5% 5%

2% 2%2% 2%

1% 1% 1%

0%

5%

10%

15%

20%

25%

LIC Proforma SBI Life ICICI Pru HDFC Life Bajaj Life Max Life Birla Sunlife Kotak Life Reliance Life IndiaFirst PNB MetLife

Individual Group Total

Combined entity to consolidate market share

Notes

1. Market share analysis based on FY16 data amongst private players (for new business premiums)

Market share analysis across segments

Assets under Management (March 31, 2016) Rs bn

22

Page 23: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

FY16 Q1FY17

Total Premium 163.1 92.2 255.3 32.2 17.4 49.6

Individual WRP 33.3 21.0 54.4 5.6 3.8 9.4

Group Premium 28.3 2.7 31.0 7.1 0.9 8.0

Net Profit 8.2 4.4 12.6 2.5 1.3 3.8

AUM 742.5 358.2 1,100.7 783.3 377.0 1,160.3

Solvency 198% 343% 252% 204% 347% 257%

EV 102.3 56.2 158.5 - - -

Return on Embedded value 15.1% 7.4% 12.2%

Overall Post Overrun NBM 19.9% 17.9% 19.2% - - -

Proforma financials

23

Rs bn

Notes 1. Comprising of new business

1

1

Page 24: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Operational overview of HDFC Life proforma

24

Employees

Branches

Customers (1)

Individual Agents

Key Bancassurance Partners

14,610 9,010 23,620

396 205 601

4.1 Mn 2.9 Mn 7.0 Mn

85,760 48,611 134,371

5 3 8

As of June 30, 2016

Notes 1. Excludes Group customers

Page 25: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Key transaction details (1/2)

Relative Valuation

• Based on agreed commercials, relative valuation of HDFC Life and Max Life is 69% and 31% respectively

Non Compete and Non Solicitation

• Term: 4 years from the payout of first tranche

• Consideration: An upfront payment of Rs 5.01 bn payable immediately post completion of merger, followed by three equal annual installments totaling Rs 3.49 bn

• Payment to be made by final Merged entity of HDFC Life from Shareholders’ account

• Payment is subject to receipt of upfront majority approval from minority shareholders of Max FS. Max Life will seek consent from its shareholders holding more than 75% stake for the proposed transaction

Axis Bank Arrangement

• Axis Bank corporate agency agreement to continue till September 2021

Brand • Trademark license agreement to use ‘Max’ brand as part of life insurance

products transitioning from Max Life for 7 years post merger completion

25

Page 26: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Key transaction details (2/2)

26

Final Structure at Effective Date

• Max Life’s insurance business to demerge into HDFC Life

• Residual business of Max FS to merge into Max India

• HDFC Life to issue shares to shareholders of Max Life and Max FS

• HDFC Life would become a listed company with HDFC Ltd. and Standard Life (Mauritius Holdings) 2006 Limited as Promoters

Integration Planning

• Co-operation committee – Joint representation for transaction closure

• Integration Planning committee to provide integration roadmap and resolve integration related issues with majority representation from HDFC Life

Board • Board of HDFC Life to continue

Policyholder Safeguards

• Existing policies will continue on an “as is” basis with the same terms until their tenure

Page 27: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Way forward

27

Announcement of Transaction

Execution of Documents

Application to Regulators

Receipt of Approvals

Effective Date

Listing

12 – 15 Months

August 8, 2016 12-15 months Within 30 – 45 Days of Effective

Date

• CCI: Filing completed

• IRDAI: Notice of intent and application for in-principle approval expected to be made within 30 – 45 days. In principle approval expected in 3 - 4 months

• SEBI: Within 2 - 3 weeks (by Max FS and Max India). In principle approval expected in 30 days

• High Court: After receipt of in-principle approval from SEBI and IRDAI. Approval expected in 8 – 10 months

Reg

ula

tory

Ap

pro

vals

Page 28: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Transaction advisors

28

Arpwood Capital

Morgan Stanley

Shardul Amarchand Mangaldas

AZB & Partners (Mumbai)

Cyril Amarchand Mangaldas (Mumbai)

Haribhakti & Co. LLP

Financial Advisors

Legal Advisors

Valuation Advisors

Citigroup Global Markets India Private Limited

Kotak Mahindra Capital Company Limited

Fairness Opinions

Page 29: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

D

India Life Insurance HDFC Life - Business Snapshot Journey with Max Annexures

Agenda

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Page 30: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

PVFP TVFOG FC CNHR VIF ANW EV

VIF

74.3 69.4

102.3

-0.2 -0.6 -4.1

32.9

Composition of EV (FY16)

Notes: 1. PVFP pertains to Overall (Individual + Group) business 2. PVFP – Present Value of Future Profits; TVFOG – Time Value of Financial Options and Guarantees; FC – Frictional Cost; CNHR – Cost of

Non Hedgeable Risk; VIF – Value of InForce business; ANW – Adjusted Networth

Rs bn

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Page 31: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Analysis of change in EV

27.9 32.9

61.0

8.1 -0.3 7.4

3.2 0.3 -3.1 -2.22

69.4

EVOP (20.6%)

18.4

EV at 31st Mar 151

EV at 31st Mar 16

Expected return on existing business

Dividend payout3

Change in operating

assumptions and model

VNB added during the

year2

Variance in operating

experience

Changes in economic

assumptions

Economic variances

Rs bn

88.9

102.3

Notes: 1 Restated opening EV based on external review; 2 New business profits (VNB) pertain to Overall (Individual + Group) business; 3 Including DDT

Value of in-force business (VIF) Adjusted Net worth (ANW)

15.1%

RoEV

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Page 32: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Understanding the FY16 VNB

9.1

7.4 -0.1 -0.5 -1.1

VNB before TVFOG, CRNHR, FC

TVFOG FC CRNHR VNB

New business margin for FY16 at 19.9%

Margin driven by higher mix of protection and Non Par savings products

Rs bn

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Page 33: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Sensitivity analysis (1/2)

Scenario VNB % Change in

VNB EV

% Change in EV

Change in Base scenario 7.4 102.3

Economic parameters

Reference rate

Increase by 1% 7.2 -2.6% 100.4 -1.9%

Decrease by 1% 7.6 2.2% 104.3 1.9%

Increase by 2% 7.0 -5.4% 98.6 -3.7%

Decrease by 2% 7.7 3.8% 106.3 3.9%

Equity values Decrease by 10% 7.3 -1.1% 100.4 -1.9%

Decrease by 20% 7.2 -2.2% 98.4 -3.8%

Implied swaption volatilities Increase by 25% 7.4 -0.2% 102.1 -0.2%

Implied equity volatilities Increase by 25% 7.3 -0.6% 102.1 -0.2%

Expenses

Maintenance expenses Increase by 10% 7.2 -2.3% 101.5 -0.8%

Decrease by 10% 7.6 2.3% 103.1 0.8%

Acquisition expenses Increase by 10% 6.3 -14.3% NA NA

Decrease by 10% 8.4 14.3% NA NA

Policy/premium discontinuance rates & partial withdrawal rates (proportionate)

Policy/premium discontinuance rates & partial withdrawal rates

Increase by 10% 6.8 -8.3% 99.9 -2.4%

Decrease by 10% 8.1 9.0% 104.9 2.5%

Increase by 50% 4.7 -35.8% 91.7 -10.4%

Decrease by 50% 11.4 53.8% 117.8 15.1%

Rs bn

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Page 34: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Sensitivity analysis (2/2)

Notes: 1Mass lapse rate assumptions (25% or 50%) are reflected by replacing the relevant assumptions made in the base scenario and not as an addition to the assumptions made in the base scenario 2Applicable for ULIPs 3A policy lapse is defined as premium discontinuance, after which a policy will be subject to forcible foreclosure at the end of a revival period, specified as per the policy terms and conditions

Scenario VNB % Change in

VNB EV

% Change in EV

Change in Base scenario 7.4 102.3

Policy/premium discontinuance rates & partial withdrawal rates (shape change)

Mass lapse rate1 25% of policies 7.7 4.3% 103.1 0.8%

50% of policies 6.8 -7.4% 97.7 -4.5%

Policy/premium discontinuance rates & partial withdrawal rates2

Increase by 50% 6.4 -13.0% 94.8 -7.4%

Decrease by 50% 8.8 19.2% 113.3 10.8%

Non-zero policy lapse rate3 Increase by 5% 6.1 -17.9% 98.8 -3.4%

Decrease by 5% 8.5 14.7% 105.1 2.7%

Insurance risks

Mortality/morbidity rates Increase by 5% 7.1 -3.6% 101.7 -0.6%

Decrease by 5% 7.7 3.6% 103.0 0.6%

Required capital

Required capital Equal to minimum regulatory solvency capital

7.5 0.8% 102.4 0.1%

Taxation

Tax rate Increased to 25% 6.5 -12.4% 95.5 -6.7%

Rs bn

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Page 35: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

This is the sole and exclusive property of HDFC Life. October 18, 2016

Appendix

Page 36: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

EV methodology and approach

Components of EV The EV set out consists of the following components: • Adjusted net worth(“ANW”), consisting of: Free surplus (“FS”) allocated to the covered business; Required capital (“RC”) • Value of in-force covered business (“VIF”)

FS The FS is the market value of any assets allocated to, but not required to support, the in-force covered business as at the valuation date. The FS has been determined as the adjusted net worth of the Company (being the net shareholders’ funds adjusted to revalue assets to market value), less the RC as defined below. RC RC is the amount of assets attributed to the covered business over and above that required to back liabilities for covered business, the distribution of which to the shareholders is restricted. The RC is set equal to the higher of ‘Minimum Regulatory Capital’ (“MRC”) and ‘Internal Capital’, less FFA in the participating fund

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Page 37: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Components of Value in force (“VIF”)

Present value of future profits (“PVFP”) The PVFP us the present value of projected distributable profits to shareholders arising from the in-force covered business determined by projecting the shareholder cash flows from the in-force covered business and the assets backing the associated liabilities. Time Value of Financial Options and Guarantees (“TVFOG”) The TVFOG reflects the value of the additional cost to shareholders that may arise from the embedded financial options and guarantees attaching to the covered business in the event of future adverse market movements. The intrinsic value of such options and guarantees is reflected in the PVFP. Frictional costs of required capital (“FC”) The VIF includes an allowance for the FC of RC for the covered business. The FC represents the investment management expenses and taxation costs associated with holding the RC.

The VIF also includes an allowance for FC in respect of the encumbered capital in the Company’s holdings in its subsidiaries, HDFC Pension Fund Management Company and HDFC International Life and Re Company. Cost of residual non-hedgeable risks (“CRNHR”) The CRNHR is an allowance for risks to shareholder value to the extent that these are not already allowed for in the TVFOG or the PVFP. In particular, the CRNHR makes allowance for: • asymmetries in the impact of the risks on

shareholder value; and • risks that are not allowed for in the TVFOG or

the PVFP

The CRNHR has been determined using a cost of capital approach. The CRNHR is the present value of the cost of capital charge levied on the projected capital in respect of the material risks identified.

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Page 38: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Key assumptions underlying EV

Mortality and morbidity The assumed mortality rates are based on the standard mortality tables Indian Assured Lives Mortality (2006-08) (IALM06-08) and annuitants’ mortality table (IALM 96-98), for each age and gender and adjusted for the Company’s own experience for each product class Policy/ premium discontinuance rates, partial withdrawal rates and revised rates The partial withdrawal rates and the revival rates, specific to different product types and duration in-force, are set based on the company’s own experience as at Dec 31, 2015 or on pricing assumptions/industry benchmarks. Commission and expenses The expense assumptions are based on analysis of the Company’s actual expenses for the year ending Mar 31, 2016. The commission rates under different products are based on the actual commission payable (if any) to the distributors. Inflation The assumed expense inflation rate is 7.5% p.a. in the valuation as at Mar 31, 2015 and Mar 31, 2016

Policyholder bonuses Future bonuses on participating business have been projected in a manner consistent with the company’s bonus policy; the projected future investment returns assumed to be earned on the assets deemed to back the policies; and relevant statues and regulations. Taxation The company has exhausted its historical tax losses as at the valuation date and hence no value is placed on the same. Effective income tax rate applied to surplus emerging from life insurance business is equal to 14.42%. The tax rate applied to pension business is zero. The assumed service tax rates are as follows: • Until May 31, 2015 – 12.36% • June 1, 2015 to Oct 31, 2015 – 14.0% • Nov 1, 2015 to May 31, 2016 – 14.5% • June 1, 2016 onwards – 15.0%

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Page 39: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Glossary

APE (Annualized Premium Equivalent) - The sum of annualized first year regular premiums and 10%

weighted single premiums and single premium top-ups

Conservation ratio - Ratio of current year renewal premiums to previous year's renewal premium and

first year premium

First year premiums - Regular premiums received during the year for all modes of payments chosen by

the customer which are still in the first year. For example, for a monthly mode policy sold in March 2015,

the first instalment would fall into first year premiums for 2014-15 and the remaining 11 instalments in

the first year would be first year premiums in 2015-16

New business received premium - The sum of first year premium and single premium.

Operating expense - All expenses of management excluding service tax. It does not include

commission

Operating expense ratio - Ratio of operating expenses (excluding service tax) to total premiums

Renewal premiums - Regular recurring premiums received after the first year

Solvency ratio - Ratio of available solvency margin to required solvency margins

Total premiums - Total received premiums during the year including first year, single and renewal

premiums for individual and group business

Weighted received premium (WRP) - The sum of first year premium and 10% weighted single

premiums and single premium top-ups

13th month persistency - Percentage of contracts measured by premium, still in force, 13 months after

they have been issued, based on reducing balance approach

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Page 40: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

Disclaimer

This presentation is for information purposes only and does not constitute an offer or invitation to sell or the solicitation of an offer or invitation to purchase any securities (“Securities”) of HDFC Standard Life Insurance Company Limited (“HDFC Life” or the “Company”) in India, the United States, Canada, the People’s Republic of China, Japan or any other jurisdiction. This presentation is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any securities in the United States. You confirm that you are either: (i) a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended, or (ii) outside the United States. By receiving this presentation, you are agreeing to be bound by the foregoing and below restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This presentation should not, nor should anything contained in it, form the basis of, or be relied upon in any connection with any contract or commitment whatsoever. The information contained in this presentation is strictly confidential and is intended solely for your reference and shall not be reproduced (in whole or in part), retransmitted, summarized or distributed to any other persons without Company’s prior written permission. The Company may alter, modify or otherwise change in any manner the contents of this presentation, without obligation to notify a any person of such revision or changes. This presentation may contain forward‐looking statements that involve risks and uncertainties. Forward‐looking statements are based on certain assumptions and expectations of future events. Actual future performance, outcomes and results may differ materially from those expressed in forward‐looking statements as a result of a number of risks, uncertainties and assumptions. Although Company believes that such forward‐looking statements are based on reasonable assumptions, it can give no assurance that such expectations will be met. Representative examples of factors that could affect the accuracy of forward-looking statements include (without limitation) the condition of and changes in India’s political and economic status, government policies, applicable laws, the insurance sector in India, and international and domestic events having a bearing on Company’s business, particularly in regard to the progress of changes in the regulation of the life insurance sector in India, and such other factors beyond our control. You are cautioned not to place undue reliance on these forward-looking statements, which are based on current view of Company’s management on future events. The data herein with respect to HDFC Life is based on a number of assumptions, and is subject to a number of known and unknown risks, which may cause HDFC Life’s actual results or performance to differ materially from any projected future results or performance expressed or implied by such statements. This presentation has been prepared by the Company. No representation, warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy , completeness or correctness of the information and opinions in this presentation. None of Company or any of its directors, officers, employees, agents or advisers, or any of their respective affiliates, advisers or representatives, undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise and none of them shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with this presentation. Further, nothing in this presentation should be construed as constituting legal, business, tax or financial advice or a recommendation regarding the securities.

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Page 41: HDFC Standard Life Insurance Company Limited · Insurance Company (‘HDFC Life’) is partnership between HDFC Ltd. and Standard Life 1st private life insurer to launch operations

This is the sole and exclusive property of HDFC Life

Thank you


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