Rating Rationale
May 25, 2020 | Mumbai
Edelweiss Securities Limited
Rating outlook revised to 'Negative', ratings reaffirmed
 
Rating Action
Total Bank Loan Facilities Rated Rs.1280 Crore
Long Term Rating CRISIL AA-/Negative (Outlook revised from 'Stable' and rating reaffirmed)
 
Rs.1000 Crore Commercial Paper CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has revised its outlook on the long-term bank facilities of Edelweiss Securities Limited (ESL; part of the Edelweiss group) to 'Negative' from 'Stable' while reaffirming the rating at 'CRISIL AA-'. The rating on the commercial paper issue has been reaffirmed at 'CRISIL A1+'.

CRISIL has also revised its outlook on the long-term debt instruments of the other Edelweiss group entities to 'Negative' from 'Stable'. The outlook revision factors in the increased stress in the Edelweiss group's loan book, particularly the wholesale book, which has also impacted the group's overall earnings profile. Further, while the group is in the process of scaling down its wholesale portfolio, this could be delayed, given the challenging macro environment, including issues related to the Covid-19 pandemic. Furthermore, the group's fundraising, which had seen an improving trajectory in the preceding couple of quarters, was impacted in the fourth quarter of fiscal 2020.

Overall reported gross non-performing assets (GNPAs) in the lending business increased to 2.76% as on December 31, 2019, from 1.87% as on March 31, 2019. While GNPAs in the retail book increased to 2.0% as on December 31, 2019, from 0.7% as on March 31, 2019, the reported GNPAs in the wholesale book increased to 3.6% from 2.6% during the same period. The group has sold some of the stressed exposures in the lending business to asset reconstruction companies (ARCs), including Edelweiss Asset Reconstruction Co Ltd (EARC; on an arm's length basis) to benefit from better resolution capabilities and strong legal teams. Including assets sold to ARCs, a sizeable proportion of which continue on the books in the form of security receipts, the stressed assets of the lending book would be higher. The increased stress in the loan book and consequent higher provisions has significantly impacted the group's earnings with net profits (before minority interest) for the 9 months ended December 31, 2019, declining by 70% to Rs 238 crore from Rs 798 crore during the corresponding period of the previous year.

The Edelweiss group's collections and asset quality metrics may come under further pressure on account of the extended nationwide lockdown. The lockdown has been further extended, although there has been a partial lifting of restrictions based on classification of zones. CRISIL believes that further lifting of restrictions will continue in a phased manner. Any delay in return to normalcy will put pressure on collections and asset quality metrics. The group has offered moratorium to their borrowers and hence, the collections are expected to be low in the near-term. Thereafter, collections could witness challenges as the income streams of the group's borrowers are likely to be impacted given the current challenging macro environment.

The Edelweiss group witnessed a reduction in incremental fund raising in fourth quarter of fiscal 2020. The group raised around Rs 1,500 crore in the quarter, as compared to around Rs 3,750 crore in the third quarter and around Rs 2,700 crore in the second quarter.

Nevertheless, CRISIL understands that the management is engaging with lenders and has fresh bank sanctions in the pipeline [including those under Long Term Reverse Repo Operation (LTRO)] and is also in process of raising retail NCDs. The group's ability to raise fresh funds from diverse sources, over the near term, will be a key monitorable.

Further, CRISIL has also factored in the group's ability to raise capital as demonstrated in the last few quarters. Investments from Caisse de depot et placement du Quebec (CDPQ), Kora Management (Kora; a US-based investment firm), and Sanaka Growth SPV I Ltd (part of Sanaka Capital) between March and November in 2019, have bolstered the group's capital position with overall networth (including CDPQ investment of Rs 1,040 crore, Kora investment of Rs 177 crore, and Sanaka Capital investment of Rs 117 crore as part of networth) increasing to Rs 10,163 crore as on December 31, 2019, and gearing reducing to 3.7 times. The group plans to raise additional capital at the holding company level, as well as in the Edelweiss Global Investment Advisors (EGIA) business, which is expected to further improve the capital levels for the group.

The group also has adequate liquidity. On the liability side, the Reserve Bank of India (RBI) announced regulatory measures under the Covid-19 - Regulatory Package, whereby lenders were permitted to grant moratorium on bank loans. The Edelweiss group has, currently, not applied for moratorium and is repaying its liabilities as per schedule. The overnight on-balance sheet liquidity (including cash, liquid investments, and treasury assets) stood at around Rs 2,450 crore as on April 30, 2020, while unutilised bank lines stood at Rs 700 crore on same date. Over and above, the group has other liquid assets (investments, securities-based lending book), which can be accessed if necessary. This stood at around Rs 4,000 crore as on April 30, 2020.

The group continues to strategically focus on reducing its wholesale book through sale of assets to investors and shifting these assets to a fund platform, which will provide completion finance to the projects. In this regard, the group has already announced one transaction of $425 million between Edelweiss Alternative Asset Advisors (EAAA) and Meritz Financial Group (a South Korean financial services conglomerate) of which one tranche has already been concluded. The group is in advanced stages of discussion with various global investors for more such transactions.

The ratings also continue to reflect the group's diversified business profile with presence across credit, capital market, and insurance segments, and demonstrated ability to build significant presence in multiple lines of business. The ratings also factor in an established market position in capital market-related segments, resulting in a regular stream of fee-based income.
 
These strengths are partially offset by vulnerability of asset quality to concentration in the wholesale lending segment, particularly in the current challenging economic environment.  Furthermore, the profitability ratios are relatively weaker than some other large, predominantly wholesale players.

CRISIL will continue to closely monitor the progress in sell-down of wholesale assets, group's ability to raise fresh funding, proposed capital raising plans as well as any increase in build-up of stress in loan book. Based on these factors, CRISIL will take appropriate rating action.

The ratings on ESL's debt instruments continue to reflect the company's strategic importance to, and strong expectation of support from its ultimate parent, Edelweiss Financial Services Ltd. (EFSL; rated, 'CRISIL A1+', holding company of the Edelweiss group). The ratings also factor in the company's comfortable capitalisation. These strengths are partially offset by susceptibility to risks associated with capital-market-related businesses.

Analytical Approach
For arriving at the ratings, CRISIL has considered the standalone business and financial risk profiles of ESL. CRISIL has also factored in the support expected from the ultimate parent, EFSL. That's because ESL and EFSL have extensive business and operational linkages and a common brand.

For arriving at the ratings on EFSL, CRISIL has combined the business and financial risk profiles of EFSL and its subsidiaries. That's because all these entities, collectively referred to as the Edelweiss group, have significant operational, financial, and managerial integration and also operate under the common Edelweiss brand.
Key Rating Drivers & Detailed Description
Strengths
* Expectation of strong support from the ultimate parent, EFSL
ESL is an important subsidiary for EFSL as it complements the group's product offerings by enabling the group to provide capital market-related products and also enhances diversification of the group's revenue profile. The Edelweiss group has been carrying out this business since 2001 and there is strong operational and managerial integration between EFSL and ESL. EFSL, the holding company of the Edelweiss group, holds 100% economic interest in ESL. The group has been diversifying its business and earnings profiles over the past few years and has built significant competitive positions across multiple business segments. Given that securities is one of the long-standing businesses of the group and that it has built significant expertise in this business, CRISIL believes that ESL will benefit from the strong support from the parent. The strong operational, managerial, and financial linkages, along with significant holding and shared brand name imply a strong moral obligation on EFSL to support ESL, both on an ongoing basis and in the event of distress. 
 
*Comfortable capitalisation
ESL is well capitalised, with a networth of Rs 392 crore and gearing of around 1.8 times as on December 31, 2019. The gearing is expected to remain low over the medium term as the borrowing needs are largely to meet margin requirement at exchanges and the networth should remain adequate for the current and planned scale of operation. Moreover, the parent is committed to infuse capital as and when needed.

Weakness
* Exposure to uncertainties inherent in capital market-related businesses
The main broking business remains exposed to economic, political, and social factors that drive investor sentiments. Given the cyclical nature of the business, brokerage volumes and earnings are highly dependent on the level of trading activity in the capital markets. This makes earnings and profitability volatile.
Liquidity Adequate

ESL has adequate cash and cash equivalents. The Edelweiss group also maintains adequate liquidity. As a policy, the group maintains a cushion of 9-10% of the balance sheet.  There was a liquidity cushion (including cash, liquid investments, and treasury assets) of around Rs 2,450 crore and unutilised bank lines of around Rs 700 crore as on April 30, 2020. The group also has other liquid assets (investments, securities-based lending book), which can be accessed if necessary; these stood at around Rs 4,000 crore. As on April 30, 2020, the overall liquidity was adequate to meet the debt obligation of around Rs 3290 crore that was due over the next few months until September 30, 2020. The assets and liabilities continue to be well-matched. The group has also reduced its dependence on commercial paper borrowing, which dropped to less than 1% compared to 18% of total borrowings as on September 30, 2018.

Outlook: Negative

CRISIL believes ESL will continue to benefit from the strong financial, managerial, and operational support from EFSL and will maintain its comfortable capitalisation. The rating may be downgraded if there is significant weakening of ESL's or group's credit risk profile, a change in the extent of the EFSL's ownership, or diminution in the expected support from the parent.

Rating Sensitivity Factors
Upward Factors
* Significant improvement in the group's asset quality with GNPAs less than 1% on a sustained basis, and an improving earnings profile
* Increase in fund mobilisation on a steady-state basis for the group

Downward Factors
* Change in the extent of EFSL's or the Edelweiss group's ownership of ESL or diminution in the expected support from the parent.
* Lack of progress on planned scale down of the wholesale portfolio
* Continued funding challenges with limited fundraising by the Edelweiss group
* Deterioration in asset quality of the Edelweiss group with GNPAs increasing to above 4%, thereby also impacting profitability.

About the Company and the Group
ESL, incorporated in 2001, is part of the Edelweiss group. It is primarily engaged in institutional equities broking and distribution of various financial products, including fixed income securities, and equity and mutual funds etc. During the first nine months of fiscal 2019, the company had a profit after tax (PAT) of Rs 70.2 crore on a total income of Rs 256.3 crore (Rs 79.4 crore and Rs 410.3 crore, respectively for fiscal 2019).

The group comprises 48 companies as on December 31, 2019. The number of companies has come down from 74 as on March 31, 2016, and is expected to come down further over the next few quarters (subject to requisite approvals). The group had 458 offices (including eight international offices in six locations) in around 190 cities as on December 31, 2019. Furthermore, as a part of streamlining its operating structure, the group has restructured the businesses into three verticals (credit, advisory and insurance).

The group has presence across various financial services businesses. These businesses include loans to corporates and individuals, mortgage finance, including LAPs and small-ticket housing loans, SME finance, agricultural credit including commodity sourcing and distribution, institutional and retail equity broking, corporate finance and advisory, wealth management, third-party financial products distribution, alternative and domestic asset management, and life and general insurance. In addition, the BMU focuses on liquidity and asset-liability management.

In fiscal 2019, the group's profit after tax (PAT) was Rs 1044 crore on total income of Rs 10,881 crore against Rs 890 crore and Rs 8,920 crore, respectively, in fiscal 2018.

In the first 9 months of fiscal 2020, PAT was Rs 200 crore on total income of Rs 7,637 crore against Rs 763 crore and Rs 8,124 crore, respectively, in the corresponding period of the previous fiscal.

Key Financial Indicators - EFSL (Consolidated)
As on/For nine months ended December 31 Unit 2019 2018
Total assets Rs crore 59,955 66,307
Total income Rs crore 7,637 8,124
PAT (before minority interest) Rs crore 238 798
PAT (after minority interest) Rs crore 200 763
GNPA % 2.8 1.8
Gearing* Times 3.7 5.4
Return on assets % 0.5 1.6
*indicates gross gearing treating investments by CDPQ, Kora and Sanaka as a part of networth; the net gearing excluding the liquid assets of BMU, gearing stood at 2.9 times as on December 31, 2019

Any other information: Not applicable

Note on complexity levels of the rated instrument:
CRISIL complexity levels are assigned to various types of financial instruments. The CRISIL complexity levels are available on www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL complexity levels for instruments that they consider for investment. Users may also call the Customer Service Helpdesk with queries on specific instruments.
Annexure - Details of Instrument(s)
ISIN Name of instrument Date of allotment Coupon rate (%) Maturity date Issue size (Rs.Crore) Rating assigned with outlook
NA Cash credit NA NA NA 50 CRISIL AA-/Negative
NA Overdraft* NA NA NA 700 CRISIL AA-/Negative
NA Proposed Long Term Bank Loan Facility NA NA NA 530 CRISIL AA-/Negative
NA Commercial Paper NA NA 7-365 days 1000 CRISIL A1+
*Interchangeable with short term bank facilities
Annexure - Rating History for last 3 Years
  Current 2020 (History) 2019  2018  2017  Start of 2017
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Commercial Paper  ST  1000.00  CRISIL A1+      04-10-19  CRISIL A1+  03-05-18  CRISIL A1+    --  -- 
            20-07-19  CRISIL A1+  19-03-18  CRISIL A1+       
            01-04-19  CRISIL A1+           
Short Term Debt  ST                  27-12-17  CRISIL A1+  CRISIL A1+ 
Fund-based Bank Facilities  LT/ST  1280.00  CRISIL AA-/Negative      04-10-19  CRISIL AA-/Stable  03-05-18  CRISIL AA/Stable  27-12-17  CRISIL AA/Stable  CRISIL AA/Stable 
            20-07-19  CRISIL AA/Negative  19-03-18  CRISIL AA/Stable       
            01-04-19  CRISIL AA/Stable           
Non Fund-based Bank Facilities  LT/ST    --    --    --  19-03-18  CRISIL A1+  27-12-17  CRISIL A1+  CRISIL A1+ 
All amounts are in Rs.Cr.
Annexure - Details of various bank facilities
Current facilities Previous facilities
Facility Amount (Rs.Crore) Rating Facility Amount (Rs.Crore) Rating
Cash Credit 50 CRISIL AA-/Negative Cash Credit 50 CRISIL AA-/Stable
Overdraft* 700 CRISIL AA-/Negative Overdraft* 700 CRISIL AA-/Stable
Proposed Long Term Bank Loan Facility 530 CRISIL AA-/Negative Proposed Long Term Bank Loan Facility 530 CRISIL AA-/Stable
Total 1280 -- Total 1280 --
*Interchangeable with short term bank facilities
Links to related criteria
CRISILs Bank Loan Ratings - process, scale and default recognition
Rating Criteria for Securities Companies
CRISILs Criteria for rating short term debt
Criteria for Notching up Stand Alone Ratings of Companies based on Group Support

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