Rating Rationale
October 01, 2019 | Mumbai
Gruh Finance Limited
Long-term and FD rating continues on 'Watch Negative'; CP reaffirmed 
 
Rating Action
Non-Convertible Debentures Aggregating Rs.3075 Crore CRISIL AAA (Continues on 'Rating Watch with Negative Implications')
Rs.2000 Crore Non-Convertible Debentures CRISIL AAA (Continues on 'Rating Watch with Negative Implications')
Rs.35 Crore Subordinated Debt Issue  CRISIL AAA (Continues on 'Rating Watch with Negative Implications')
Fixed Deposit Programme FAAA (Continues on 'Rating Watch with Negative Implications')
Rs.7500 Crore Commercial Paper  CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL's ratings on the long-term debt instruments and fixed deposit programme of Gruh Finance Limited (Gruh) remain on 'Rating Watch with Negative Implications'. The rating on the commercial paper is reaffirmed at 'CRISIL A1+.
 
CRISIL had placed the long-term rating on watch on January 10, 2019 following the announcement that the Board of Gruh has considered and approved a scheme of amalgamation in a share swap deal with Bandhan Bank. The ratings on Gruh factored in the expectation of strong support from its erstwhile parent, Housing Development Finance Corporation Ltd (HDFC; rated 'CRISIL AAA/FAAA/Stable/CRISIL A1+'). As on March 31, 2019, HDFC held 56.09% stake in Gruh. Over the last six months, HDFC has steadily sold its stake and as on date they hold 38.22% in Gruh. RBI has granted its in-principle approval to HDFC to acquire shareholding of 9.9% or less of the paid up voting equity capital of Bandhan Bank upon the effective date of the scheme. The merger is subject to getting all pending necessary statutory and regulatory approvals.
 
Currently, the transaction has progressed as per plans and it has received approval from RBI, NHB, Stock Exchange, CCI and NCLT. Once the proposed transaction goes though, HDFC would hold only a minority stake in the merged entity. Therefore, the analytical approach would not factor in the expectation of support from HDFC (rated 'CRISIL AAA/FAAA/Stable/CRISIL A1+') and the merged entity will be evaluated on a standalone basis. The credit profile of Gruh would be equivalent to the merged entity and is therefore likely to be lower than existing ratings. Hence, the ratings are on Watch Negative. Nevertheless, till the transaction is completed, the existing outstanding ratings will continue to reflect the expectation of continued strong support from HDFC.
 
From a business perspective however, the proposed transaction is expected to create an entity with greater geographical reach and a more diversified product portfolio. While Bandhan Bank is present primarily in micro finance in the East India, Gruh is a housing finance entity with significant presence in rural and semi-urban areas in Western India. At the same time, cultural and operational challenges need to be monitored as these would take time to settle.
 
The existing outstanding ratings continues to reflect the expectation of strong support from, Housing Development Finance Corporation Ltd (HDFC; rated 'CRISIL AAA/FAAA/Stable/CRISIL A1+'), demonstrated ability to maintain healthy asset quality, comfortable profitability and benefits arising from strong growth potential in the affordable housing segment. These rating strengths are partially offset by geographical concentration in operations.

Analytical Approach

For arriving at the ratings, CRISIL has analyzed the business and financial risk profile of the company. Till the transaction is consummated, the ratings continue to centrally factor in the strong support it is expected to receive from, HDFC Ltd. Post completion of the transaction, the analytical approach would not factor in the expectation of support from HDFC and the merged entity will be evaluated on standalone basis.

Key Rating Drivers & Detailed Description
Strengths:
* Expectation of continued strong support from HDFC till the transaction is completed
As on March 31, 2019, HDFC held 56.09% stake in Gruh. Over the last six months, HDFC has steadily sold its stake and as on date they hold 38.22% in Gruh. RBI has granted its in-principle approval to HDFC to acquire shareholding of 9.9% or less of the paid up voting equity capital of Bandhan Bank upon the effective date of the scheme. The merger is subject to getting all pending necessary statutory and regulatory approvals.
 
Currently, the transaction has progressed as per plans and it has received approval from RBI, NHB, Stock Exchange, CCI and NCLT. Once the proposed transaction goes though, HDFC would hold only a minority stake in the merged entity. Therefore, the analytical approach would not factor in the expectation of support from HDFC (rated 'CRISIL AAA/FAAA/Stable/CRISIL A1+') and the merged entity will be evaluated on a standalone basis. The credit profile of Gruh would be equivalent to the merged entity and is therefore likely to be lower than existing ratings. Nevertheless, till the transaction is completed, the existing outstanding ratings will continue to reflect the expectation of continued strong support from HDFC.
 
* Healthy asset quality
Gruh has demonstrated its ability to maintain healthy asset quality over the business cycles as the gross non-performing assets (NPAs) have remained lower than the industry average, over the past few years. As on June 30, 2019, the gross NPAs and two-year lagged gross NPAs stood at 0.95% and 1.23% respectively (gross NPA of 0.66% and 0.86% respectively as on March 31, 2019), and were lower than the industry average. This is despite the company catering to relatively riskier low-income group customer segments and having nearly 41% of the customers in the non-salaried segment. Asset quality is supported by Gruh's strong risk management systems and recovery processes developed based on its strong business understanding emanating from a three decade long presence in this segment. It also benefits significantly from the expertise of its parent (HDFC) in risk management systems and processes. Further, the company follows prudent lending policies and has limited exposure to riskier segment such as construction finance (< 5% of the portfolio). CRISIL believes Gruh's strong risk management systems, prudent underwriting norms and collection mechanisms will enable it to maintain healthy asset quality over the medium term.
 
* Comfortable earnings profile
Gruh has comfortable earnings profile, driven by relatively high interest spreads and continued low credit costs. Gruh benefits from high interest yields, given its strong focus on the affordable housing segment. Furthermore, the company has low cost of borrowings compared to peers in the same segment which translates into a higher-than-industry average net interest margin. Consequently, the company's return on average assets (RoA), at 2.3% for first quarter of fiscal 2020 (2.6% in fiscal 2019), was higher than that of some large housing finance companies (HFCs). While spreads may be under pressure amidst the rising rates scenario and intensified competition in the housing loans segment, Gruh's profitability is expected to remain higher than industry average over the medium term supported by low credit costs.
 
* Benefits arising from strong growth potential in affordable housing
Gruh is also expected to benefit from strong growth potential arising in the affordable housing segment as the Government of India is offering incentives to promote faster development of the affordable housing segment.
 
It has more than three decades of experience in the affordable housing segment and is therefore expected to benefit from strong growth potential in the affordable housing segment. A major chunk of the demand for housing over the next few years may be in this segment, where the financing potential is sizeable. Government of India is also offering incentives such as credit-linked subsidy to customers, and schemes for builders under 'Affordable Housing in Partnership', under the Pradhan Mantri Awas Yojana. Further, state Governments such as Maharashtra, Gujarat, Madhya Pradesh and Rajasthan are more active than other states in promoting the affordable housing segment. Gruh has created a strong competitive position in affordable housing finance segment. Its assets under management have grown at a compound annual growth rate of around 20.0% over the past five years to Rs 17737 crore as on June 30, 2019. The company has requisite expertise, reach and risk management systems to cater to this segment which will translate to a strong growth potential for the company in this segment. CRISIL believes Gruh, being a leading player, will benefit from the expected growth potential in the affordable housing finance segment and maintain healthy growth over the medium term.
 
Weaknesses:
* Geographical concentration in operations
Gruh operates primarily in the rural and semi-urban areas of Gujarat and Maharashtra (together comprising around 63% of the outstanding portfolio as on June 30, 2019). While it has expanded operations across other states to support growth and diversification, Gujarat and Maharashtra will continue to remain the key growth areas and thus, susceptible to high geographic concentration risks.
 
Liquidity: Strong
Gruh's asset liability maturity (ALM) profile is improving on account of incremental long term borrowing. Company's reliance on short-term borrowings had remained high, thereby giving it an advantage of low interest costs and benefit from the pricing differential between short- and long-term borrowings. The company has, thus far, efficiently managed ALM mismatches across interest rate cycles, and during stretched liquidity. , indicating good treasury management practices and established relations with bankers. Post September 2018, the company has incrementally improved its proportion of long term borrowing and steady state cash position. Long term funds raised during this period stood at Rs.90.80 billion and commercial paper proportion has also reduced to 2% of the total borrowing as on June 2019 (1% as on March 19 and 5% as on December 2018).
 
Gruh has 35.25% of positive cumulative mismatches in the upto one year bucket its ALM as on June 30, 2019. As on September 12, 2019, the company has Rs 1517 crore of total repayment (including commercial paper, other debt repayments and dividend) due for repayment till Feb 28, 2019.  Against this, it has cash and cash equivalents of Rs.2255.25 crore, as well as unutilized term loan of Rs.1300 crore and an average monthly collections as per ALM of around Rs.315 crore.
 
Rating Sensitivity Factors:
Downward Factor
* Completion of transaction will result in change in analytical approach in terms of expectation of support from HDFC (rated 'CRISIL AAA/FAAA/Stable/CRISIL A1+') which may then no longer be factored in. The overall credit profile of Gruh at that time is likely to be equivalent to that of the merged entity and the ratings may then be lower than what they are currently. 
About the Company

Gruh (formerly, Gujarat Rural Housing Corporation Ltd) was set up in 1986 by HDFC and the Aga Khan Fund for Economic Development, to provide an institutional structure to rural housing finance. Gruh primarily extends housing loans to individuals in rural and semi-urban areas and caters to the low-income group. It has a distinct target market segment, which complements that of HDFC's target market segment. As on June 30, 2019, Gruh had a networth and gearing of Rs 2011 crore and 9.2 times, respectively.

Key Financial Indicators
As on / for March 31   Jun-19 2019 2018
Total assets Rs crore 20811 18786 15971
Total income Rs crore 533 2027 1687
Profit after tax Rs crore 115.6 447 363
Gross NPA % 0.95 0.66 0.5
Return on assets % 2.3 2.6 2.5
Gearing Times 9.2 8.8 10.2

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 the instrument Date of issuance Coupon rate (%) Maturity
date
Issue size (Rs.Cr) Rating
INE580B07455 Debentures 30-Oct-18 9.50% 30-Oct-28 230 CRISIL AAA/Watch Negative
INE580B07463 Debentures 5-Nov-18 9.35% 6-Apr-22 137.6 CRISIL AAA/Watch Negative
INE580B07471 Debentures 16-Nov-18 9.35% 28-Apr-22 105 CRISIL AAA/Watch Negative
INE580B07489 Debentures 28-Nov-18 9.18% 29-Mar-22 492.5 CRISIL AAA/Watch Negative
INE580B07497 Debentures 6-Dec-18 9.35% 31-Oct-23 265 CRISIL AAA/Watch Negative
NA Debentures@ NA NA NA 769.9 CRISIL AAA/Watch Negative
INE580B07422 Debentures 09-Jun-2017 7.48 10-Jun-2019 565 CRISIL AAA/Watch Negative
INE580B07398 Debentures 24-Mar-2017 7.68 23-Mar-2020 690 CRISIL AAA/Watch Negative
INE580B07380 Debentures 21-Mar-2017 7.58 20-Mar-2020 500 CRISIL AAA/Watch Negative
INE580B07372 Debentures 17-Nov-2016 7.57 17-Nov-2019 500 CRISIL AAA/Watch Negative
INE580B07430 Debentures 27-Sept-2017 7.40 30-Sept-2020 342 CRISIL AAA/Watch Negative
INE580B07448 Debentures 30-Oct-2017 7.49 31-Oct-2022 478 CRISIL AAA/Watch Negative
INE580B08040 Subordinated Debt Issue 25-Mar-2013 9.75 25-Mar-2023 25 CRISIL AAA/Watch Negative
INE580B08032 Subordinated Debt Issue 22-Mar-2013 9.75 22-Mar-2023 10 CRISIL AAA/Watch Negative
NA Fixed Deposit Programme NA NA NA 0 FAAA/Watch Negative
NA Commercial Paper NA NA 7-365 days 7500 CRISIL A1+
@Yet to be issued
Annexure - Rating History for last 3 Years
  Current 2019 (History) 2018  2017  2016  Start of 2016
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Commercial Paper  ST  7500.00  CRISIL A1+  10-07-19  CRISIL A1+  19-10-18  CRISIL A1+    --    --  -- 
        08-04-19  CRISIL A1+  04-05-18  CRISIL A1+           
        10-01-19  CRISIL A1+               
Fixed Deposits  FD  0.00  FAAA/Watch Negative  10-07-19  FAAA/Watch Negative  19-10-18  FAAA/Stable  04-08-17  FAAA/Stable  28-12-16  FAAA/Stable  FAAA/Stable 
        08-04-19  FAAA/Watch Negative  04-05-18  FAAA/Stable  06-06-17  FAAA/Stable  18-11-16  FAAA/Stable   
        10-01-19  FAAA/Watch Negative      25-04-17  FAAA/Stable  08-09-16  FAAA/Stable   
                31-03-17  FAAA/Stable  03-05-16  FAAA/Stable   
                22-03-17  FAAA/Stable       
                17-03-17  FAAA/Stable       
Non Convertible Debentures  LT  5075.00
01-10-19 
CRISIL AAA/Watch Negative  10-07-19  CRISIL AAA/Watch Negative  19-10-18  CRISIL AAA/Stable  04-08-17  CRISIL AAA/Stable  28-12-16  CRISIL AAA/Stable  CRISIL AA+/Stable 
        08-04-19  CRISIL AAA/Watch Negative  04-05-18  CRISIL AAA/Stable  06-06-17  CRISIL AAA/Stable  18-11-16  CRISIL AAA/Stable   
        10-01-19  CRISIL AAA/Watch Negative      25-04-17  CRISIL AAA/Stable  08-09-16  CRISIL AAA/Stable   
                31-03-17  CRISIL AAA/Stable  03-05-16  CRISIL AA+/Positive   
                22-03-17  CRISIL AAA/Stable       
                17-03-17  CRISIL AAA/Stable       
Short Term Debt  ST              04-08-17  CRISIL A1+  28-12-16  CRISIL A1+  CRISIL A1+ 
                06-06-17  CRISIL A1+  18-11-16  CRISIL A1+   
                25-04-17  CRISIL A1+  08-09-16  CRISIL A1+   
                31-03-17  CRISIL A1+  03-05-16  CRISIL A1+   
                22-03-17  CRISIL A1+       
                17-03-17  CRISIL A1+       
Subordinated Debt  LT  35.00
01-10-19 
CRISIL AAA/Watch Negative  10-07-19  CRISIL AAA/Watch Negative  19-10-18  CRISIL AAA/Stable  04-08-17  CRISIL AAA/Stable  28-12-16  CRISIL AAA/Stable  CRISIL AA+/Stable 
        08-04-19  CRISIL AAA/Watch Negative  04-05-18  CRISIL AAA/Stable  06-06-17  CRISIL AAA/Stable  18-11-16  CRISIL AAA/Stable   
        10-01-19  CRISIL AAA/Watch Negative      25-04-17  CRISIL AAA/Stable  08-09-16  CRISIL AAA/Stable   
                31-03-17  CRISIL AAA/Stable  03-05-16  CRISIL AA+/Positive   
                22-03-17  CRISIL AAA/Stable       
                17-03-17  CRISIL AAA/Stable       
All amounts are in Rs.Cr.
Links to related criteria
Rating Criteria for Finance Companies
CRISILs Criteria for rating short term debt
Criteria for Notching up Stand Alone Ratings of Companies based on Parent Support

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