Rating Rationale
August 19, 2019 | Mumbai
IRB Infrastructure Developers Limited
Ratings placed on 'Watch Developing'
 
Rating Action
Total Bank Loan Facilities Rated Rs.4200 Crore
Long Term Rating CRISIL A+ (Placed on 'Rating Watch with Developing Implications')
Short Term Rating CRISIL A1 (Placed on 'Rating Watch with Developing Implications')
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has placed its ratings on the bank facilities of IRB Infrastructure Developers Limited (IRBIDL; part of the IRB group) on 'Rating Watch with Developing Implications'.

The rating action follows the announcement by IRBIDL regarding the definitive agreement entered on August 6, 2019, with affiliates of GIC (GIC, Singapore's sovereign fund) for investment in IRBIDL's road portfolio. IRBIDL will transfer nine of its build, operate, and transfer (BOT) assets (Portfolio) to a private Infrastructure Investment Trust (InvIT), in which IRBIDL will hold a controlling stake of 51% and GIC will hold the remaining 49%. Of the nine projects, three have received commercial operation date (COD)/provisional commercial operation date (PCOD), while six are under construction. As a part of this deal, GIC would bring in Rs 4,400 crore, which is proposed to be utilised to deleverage these BOT assets (Rs 3,000 crore) and the balance for equity funding of the under construction projects (Rs 1,400 crore). The transaction is subject to regulatory approvals, lenders' consent, and other applicable approvals. CRISIL will track the transaction and resolve the rating watch on receipt of clarity on all the transaction-related details, which should help CRISIL analyse the impact on the credit profile of IRBIDL.

Operating performance of the group has been slightly better than expected. However, resolution of claims for the IRB Ahmedabad Vadodara project has been delayed. Furthermore, two out of three projects that were expected to achieve COD/PCOD are in advanced stages of construction and are still awaiting COD/PCOD.

The rating reflects the group's established track record in the roads and highways sector, coupled with prudent project selection and strong execution capabilities, robust order pipeline providing strong revenue visibility and efficient working capital management. The ratings also factor in the group's ability to fund its ongoing projects through operationally surplus projects and capital unlocked from its publicly listed InvIT platform. These strengths are partially offset by moderate debt protection metrics, and large exposure to under construction project special-purpose vehicles (SPVs), and susceptibility to intense competition and cyclicality in the roads and highways sector.

Analytical Approach

For arriving at its ratings, CRISIL has fully consolidated the business and financial risk profiles of IRBIDL, with that of Modern Road Makers Pvt Ltd (MRMPL), while moderately consolidating the company's SPVs, together defined as IRB group. MRMPL is the Engineering, Procurement and Construction (EPC) arm of the group, and the 100% subsidiary of IRBIDL. Further, IRBIDL has extended an unconditional and irrevocable corporate guarantee (CG) for the bank facilities availed by MRMPL. IRBIDL has outstanding CGs for some of its operational and under-construction projects. CRISIL expects these CGs to fall-off once the conditions are met or on refinancing of the debt in these projects as seen with other projects in the past. CRISIL has also treated unsecured loans received from subsidiaries as neither debt nor equity as these loans are interest free, subordinated to external debt and the repayments on these loans are minimal. 

Please refer Annexure - List of Entities Consolidated, which captures the list of entities considered and their analytical treatment of consolidation.

Key Rating Drivers & Detailed Description
Strengths:
* Established track record in the roads and highways sector
Established in 1998, IRBIDL is one of the largest players in the domestic roads and highways sector. Over two decades of experience has helped the company establish strong relationships with its stakeholders, which include the National Highways Authority of India (NHAI; rated 'CRISIL AAA/Stable'), and Ministry of Road Transport and Highways (MoRTH), and state government departments.
 
The group is also one of the early entrants in the BOT segment of the road sector and is currently one of the largest BOT players in India. It has about 12,800 lane kilometre (km) of projects in operational or under-construction stages. IRB Group's portfolio comprises 22 projects, including 19 BOT and three Hybrid Annuity Model (HAM) projects. The BOT segment includes six operational projects, six under-construction projects, and seven projects under operations and maintenance contracts as a Project Manager for IRB InvIT. Out of the three HAM projects, one has achieved appointed date in January 2019 and construction has begun, while two are awaiting the appointed date.
 
The IRB group's established position is also reflected in its prudent project selection and execution capabilities. IRBIDL owns a 20% share in India's Golden Quadrilateral and around 70% of Bombay'Delhi National Highway (NH-8). The strong in-house EPC division managed by MRMPL undertakes all project implementation for the BOT/HAM road projects. Prudent project selection, coupled with strong execution capabilities, help the group maintain strong operating margin of over 20% annually.
 
* Robust order book providing strong revenue visibility
The group had orders worth Rs 12,650 crore as on June 30, 2019. Revenue grew at a compound annual growth rate of over 20% over the last five fiscals; revenue grew 14% year-on-year to Rs 4,950 crore in fiscal 2019. Healthy order book to revenue of around 2.5 times provides strong revenue visibility over the medium term.
 
* Efficient working capital management
Efficient working capital management is reflected in moderate gross current assets. Despite inherently large working capital requirement in the roads and highways sector, working capital cycle is supported by efficient inventory and receivables management. IRBIDL executes only BOT/HAM projects for its SPVs and doesn't execute any EPC contracts, and all the inventory and receivables are towards or from its SPVs, helping it maintain efficient working capital cycle. For the projects with grant, prudent project selection helps these SPVs receive advances and payments from the authorities in a timely manner In addition, the group also benefits from its moderate unencumbered cash and cash equivalents supporting the liquidity and working capital cycle.
 
* InvIT platform to support capital unlocking
The IRB group launched its public InvIT platform in 2017, and transferred six of its operational assets in May 2017, and subsequently transferred one additional asset in September 2017, which helped the company unlock capital. The group has received around Rs 2200 crore of capital from proceeds of the InvIT, post repayment of debt, helping the company fund the equity requirement for the ongoing and newly awarded projects.
 
IRB announced a private InvIT with GIC on August 6, 2019; this would reduce the equity required for IRBIDL's ongoing and under-construction assets. Furthermore, deleveraging of this portfolio will also support generation of surplus cash flow, which would help partly cover the group's investment requirement. Additionally, IRBIDL and GIC plan to explore future road sector opportunities in India together through this platform, in which the equity contribution for new projects would be in proportion in their respective shareholdings.
 
Weaknesses:
* Moderate debt protection metrics and large exposure to project SPVs
The group's debt stood at Rs 3,095 crore as on March 31, 2019. High debt and moderate accrual have resulted in moderate debt protection metrics.
 
The group has large investments in its projects SPVs. Furthermore, majority of the investments are towards under-construction projects, involving an implementation risk. The group's total exposure (in the form of equity investment/unsecured loans) is larger than its entire networth, with total exposure to tangible networth of around 2 times as on March 31, 2019. This ratio is expected to continue to remain high given the intrinsic holding company structure. However, the group has also received loans from surpluses of operational SPVs of around Rs 2,543 crore as on March 31, 2019 (increasing from Rs 2201 crore as on March 31, 2018). The group has entered into HAM projects in 2018, where the equity requirement is expected to be lower than BOT projects.
 
Furthermore, one of the BOT projects, IRB Ahmedabad Vadodara, has been facing stabilisation issues on account of traffic diversion onto a competing stretch. The group had filed claims for the project, and resolution, which was expected in fiscal 2019, has been delayed. Given the non-receipt of resolution, IRBIDL has petitioned for relief on deferred premium payment of the project in the Bombay High Court in March 2019. In April 2019, the Bombay High Court pronounced its order in favour of IRBIDL and conferred protection from contingency of default in premium payment for three months. Further, on August 06, 2019, they have received extension from the Delhi High Court till the next date of hearing i.e. August 27, 2019.
 
Furthermore, two of the projects were supposed to achieve PCOD but are slightly delayed, thereby increasing the support requirement from IRB. Support expected for the BOT projects, resolution of the Ahmedabad Vadodara project issue, and quantum of investment in new projects will continue to be closely monitored.
 
* Susceptibility to intense competition and cyclicality in the roads and highways sector
The group's outstanding orders as on June 30, 2019, are entirely from the roads and highways segment. This exposes the group to intense competition and sectoral concentration risk. Although the group has diversified into the HAM segment in 2018 from being a pure-play BOT player, its ability to execute orders and revenue growth and sustain profitability is susceptible to competition in the sector and adverse changes in government regulations and economic conditions. Limited diversity in revenue should continue to make the group susceptible to intense competition and cyclicality inherent in the roads and highways sector.
Liquidity

The group has cash and cash equivalent of around Rs 1700 crore; however, most of it is encumbered towards margin money requirement, resulting in moderate liquidity. Unencumbered cash and cash equivalent stood at around Rs 160 crore as on March 31, 2019. Cash accrual stood at around Rs 500 crore in fiscal 2019.

Fund-based bank limit utilisation averaged 90% over the 12 months through July 2019, while average utilisation of non-fund-based facilities was at 94%. Furthermore, the group refinances its term loans every 2-3 years, making the current portion of long-term debt (CPLTD) significantly higher. CPLTD in fiscal 2019 was 44% of long-term debt, leading to weak current ratio of less than 1 time as on March 31, 2019. Ability to manage liquidity and bank limit utilisation will remain a key rating sensitivity factor.

About the Group

Incorporated in 1998 and promoted by Mr Virendra D Mhaiskar, IRBIDL is an infrastructure development and construction company in India, with extensive experience in the roads and highways sector. The company is also into other business segments in infrastructure, including maintenance of roads, construction, airport development, and real estate activities. IRBIDL currently has a portfolio of 22 projects (19 BOT projects and three HAM projects, including seven that have been transferred to IRB InvIT Fund). The company operates largely as a holding company, while the construction activities are carried through its EPC arm, MRMPL.

IRBIDL became a listed company in 2008 by listing its shares on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). In September 2016, IRBIDL received an approval from SEBI to set up an InvIT. The company has listed six of the operational assets through InvIT on BSE and NSE on May 18, 2017. The company has also transferred one additional asset to InvIT on September 28, 2017. IRBIDL currently undertakes maintenance of these projects and holds 15.97% of unit capital in the InvIT.

IRBIDL made an announcement of the definitive agreement entered into on August 6, 2019, with GIC for investment in IRBIDL's road portfolio. IRB will transfer nine of its BOT assets (Portfolio) into a private InvIT, in which IRB will hold a controlling stake of 51% and GIC the remaining 49%. Of the nine projects, three have received COD/PCOD, while six are under construction.

On a standalone basis, IRBIDL reported net profit of Rs 55.3 crore on operating income of Rs 879 crore in the first quarter of fiscal 2020 against Rs 71 crore of net profit and Rs 935 crore of operating income in the first quarter of fiscal 2018.

Key Financial Indicators
Financials as on/for the period ended March 31* Unit 2019 2018
Revenue Rs crore 4954 4350
Profit after tax Rs crore 565 579
Net cash accrual Rs crore 502 306
PAT margin % 11.4% 13.3%
Adjusted debt/adjusted networth Times 0.75 0.78
Interest coverage Times 3.56 3.49
*The financials here represent the consolidated financials of IRBIDL and MRMPL

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 Long-Term Loan NA NA Mar-2029 496.25 CRISIL A+/Watch Developing
NA Long-Term Loan NA NA Mar-2020 299.60 CRISIL A+/Watch Developing
NA Long-Term Loan NA NA June-2019 275.45 CRISIL A+/Watch Developing
NA Long-Term Loan NA NA Sep-2021 200.00 CRISIL A+/Watch Developing
NA Long-Term Loan NA NA Mar-2021 34.79 CRISIL A+/Watch Developing
NA Long-Term Loan NA NA Mar-2021 17.63 CRISIL A+/Watch Developing
NA Long-Term Loan NA NA June-2019 229.47 CRISIL A+/Watch Developing
NA Long-Term Loan NA NA Mar-2021 300.00 CRISIL A+/Watch Developing
NA Proposed Long-Term Bank Loan Facility NA NA NA 246.81 CRISIL A+/Watch Developing
NA Bank Guarantee NA NA NA 1200.00 CRISIL A1/Watch Developing
NA Proposed Bank Guarantee NA NA NA 900.00 CRISIL A1/Watch Developing
 
Annexure - List of Entities Consolidated
Entity consolidated Extent of consolidation Rationale for consolidation
Modern Road Makers Pvt Ltd Full CG extended by IRBIDL
ATR Infrastructure Pvt Ltd Moderate To the extent of support towards cash flow mismatches during operations
Thane Ghodbunder Toll Road Pvt Ltd Moderate To the extent of support towards cash flow mismatches during operations
IRB Ahmedabad Vadodara Super Express Tollway Pvt Ltd Moderate To the extent of support towards cash flow mismatches during operations
Yedeshi Aurangabad Tollway Pvt Ltd Moderate To the extent of support towards cash flow mismatches during operations
Solapur Yedeshi Tollway Pvt Ltd Moderate To the extent of support towards cash flow mismatches during operations
Kaithal Tollway Pvt Ltd Moderate To the extent of support towards cash flow mismatches during operations
IRB Sindhudurg airport Pvt Ltd Moderate To the extent of support towards equity commitment and cost overrun during construction and cash flow mismatches during operations
IRB PP Project Pvt Ltd Moderate To the extent of support towards equity commitment and cost overrun during construction and cash flow mismatches during operations
IRB PS Highway Pvt Ltd Moderate To the extent of support towards equity commitment and cost overrun during construction and cash flow mismatches during operations
VK1 Expressway Pvt Ltd Moderate To the extent of support towards equity commitment and cost overrun during construction and cash flow mismatches during operations
IRB Westcoast Tollway Pvt Ltd Moderate To the extent of support towards equity commitment and cost overrun during construction and cash flow mismatches during operations
CG Tollway Pvt Ltd Moderate To the extent of support towards equity commitment and cost overrun during construction and cash flow mismatches during operations
Udaipur Tollway Pvt Ltd Moderate To the extent of support towards equity commitment and cost overrun during construction and cash flow mismatches during operations
Kishangarh Gulabpura Tollway Pvt Ltd Moderate To the extent of support towards equity commitment and cost overrun during construction and cash flow mismatches during operations
AE Tollway Pvt Ltd Moderate To the extent of support towards equity commitment and cost overrun during construction and cash flow mismatches during operations
IRB Hapur Moradabad Tollway Pvt Ltd Moderate To the extent of support towards equity commitment and cost overrun during construction and cash flow mismatches during operations
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
Fund-based Bank Facilities  LT/ST  2100.00  CRISIL A+/Watch Developing      29-10-18  CRISIL A+/Positive    --    --  -- 
            01-10-18  CRISIL A+/Positive           
Non Fund-based Bank Facilities  LT/ST  2100.00  CRISIL A1/Watch Developing      29-10-18  CRISIL A1    --    --  -- 
            01-10-18  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
Bank Guarantee 1200 CRISIL A1/Watch Developing Bank Guarantee 1200 CRISIL A1
Long Term Loan 1853.19 CRISIL A+/Watch Developing Long Term Loan 1853.19 CRISIL A+/Positive
Proposed Bank Guarantee 900 CRISIL A1/Watch Developing Proposed Bank Guarantee 900 CRISIL A1
Proposed Long Term Bank Loan Facility 246.81 CRISIL A+/Watch Developing Proposed Long Term Bank Loan Facility 246.81 CRISIL A+/Positive
Total 4200 -- Total 4200 --
Links to related criteria
CRISILs Approach to Financial Ratios
CRISILs Bank Loan Ratings - process, scale and default recognition
The Infrastructure Sector Its Unique Rating Drivers
Rating Criteria for Construction Industry
CRISILs Bank Loan Ratings
CRISILs Criteria for Consolidation
CRISILs Criteria for rating short term debt

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