Rating Rationale
April 10, 2018 | Mumbai
Renew Wind Energy (MP Three) Private Limited
Rating placed on 'Watch developing'
 
Rating Action
Total Bank Loan Facilities Rated Rs.100.95 Crore
Long Term Rating CRISIL A (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 rating on the bank facility of Renew Wind Energy (MP Three) Private Limited on 'Rating Watch with Developing Implications'.

The rating action follows the acquisition by its parent, Renew Power Ventures Private Limited, of the renewable assets of Ostro Energy Private Limited on a slump sale basis, for a consideration of Rs. 10,800 crores.

CRISIL believes that the deal would help consolidate Renew Power's leading market position in the Indian renewable sector. Additionally, Ostro's portfolio is largely operational (850MW already commissioned versus a total 1100MW) and is well diversified by off-takers.  However the acquisition would lead to higher leverage. While additional equity of about Rs. 1,600 Cr through an investment by the Canada Pension Plan Investment Board would support the transaction, atleast a part of equity will come in from an interim bridge. Timely take-out of this bridge with own funds by Renew Power would be crucial.

CRISIL will remove the ratings from watch and take a final rating action once it has further clarity on the acquisition and its impact on Renew Power's business and financial risk profile.

The rating continues to reflect the strong managerial and financial support derived from being part of the Renew Power group, low offtake risk, and healthy debt service coverage ratio (DSCR) coupled with the presence of a co-obligor structure. These rating strengths are partially offset by residual project execution risk, stabilisation risk for recently commissioned projects of 100 MW, and exposure to moderate counterparty risks.

Analytical Approach

For arriving at its rating, CRISIL has combined the business and financial risk profiles of Renew   Power Ventures Pvt Ltd (RPVPL) along with all its SPVs including Bhumi Prakash Pvt Ltd (Bhumi), Renew Agni Power Pvt Ltd (Agni), Tarun Kiran Bhoomi Pvt Ltd  (Kiran), Renew Wind Energy (Karnataka 3) Pvt Ltd  (RWEK3PL), Renew Wind Energy (Maharashtra) Pvt Ltd  (RWEMPL), Renew Wind Energy (MP Four) Pvt Ltd  (RWEMP4PL), Renew Wind Energy (MP Three) Pvt Ltd  (RWEMP3PL), and Renew Wind Energy (Rajasthan 4) Pvt Ltd (RWER4PL). (referred to as the Renew Power group) as there are significant business, financial, and managerial linkages. All the entities in Renew Power group are in the same line of business of developing wind and solar power assets, and have common management and treasury team. 

Most of the entities are SPVs in which excess cash flows are available only after the debt servicing of individual SPVs.  However, post debt servicing, excess cash flows are largely available for use across the group.  In the past, RPVPL had maintained adequate liquidity which enabled the group to mitigate exigencies. CRISIL believes that certain portion shall be kept aside which shall be available to meet shortfalls in any of the entities.  With strong financial flexibility, RPVPL has demonstrated a track record of supporting all its group entities. Also, excess funds from the SPVs would be available to the group for shortfalls and future expansions.  Hence, the entities of the Renew Power group have been consolidated in line with CRISIL's criteria for rating entities in homogenous groups. However, the credit risk profiles of Bhumi, Agni, Kiran, RWEK3PL, RWEK4PL, RWEMPL, RWEMP4PL, RWEMP3PL and RWER4L differentiated from the credit profile of the Renew Power group due to their residual project execution risk and limited track record of commissioned capacities.  Also, these nine SPVs have obligation for servicing rated facilities jointly and severally, and each of them acts as a co-obligor and hence CRISIL has equated their ratings. Moreover, post debt servicing for these nine SPVs, excess cash flows shall be available for use across the group.

Key Rating Drivers & Detailed Description
Strengths
* Strong managerial and financial support derived from being part of the Renew Power group: The Renew Power group had commissioned capacities of 2.6 gigawatt (GW) as of June 2017 across wind and solar projects. The group has grown from 25 MW in fiscal 2012. All the SPVs are expected to receive strong managerial support from the Renew Power group and benefit from the group's demonstrated track record of ramp-up of projects. The group's growth has been supported by fund infusion of USD 830 million (around Rs 5,400 crore) over the five fiscals from 2012. The group had a cash and bank balances of Rs 3,162 crore as on March 31, 2017. The management has a policy of extending corporate guarantees for the project debt of SPVs in the initial stage and providing financial support to all SPVs in case of cash flow mismatch post commissioning of the projects.  The loans and advances from RPVPL to other SPVs under the group stood at Rs 1,300 crore as on March 31, 2017. Moreover, given the track record of supporting other SPVs, CRISIL believes that RPVPL is likely to extend similar financial support to Bhumi, Agni, Kiran, RWEK3PL, RWEK4PL, RWEMPL, RWEMP4PL, RWEMP3PL, and RWER4L. CRISIL also expects RPVPL to maintain adequate liquidity to meet any exigencies and shortfall.  Any change in the group's support philosophy is a key rating sensitivity factor. 

* Strong revenue visibility and low offtake risk: Bhumi, Agni, Kiran, RWEK3PL, RWEK4PL, RWEMPL, RWEMP4PL, RWEMP3PL and RWER4L have entered into a 25-year power purchase agreement (PPA) with various distribution companies (discoms) of Karnataka: Bangalore Electricity Supply Company Ltd -120 MW, Hubli Electricity Supply Company Ltd ('CRISIL B-/Stable/CRISIL D/CRISIL A4/Issuer Not Cooperating') - 40 MW, and Mangalore Electricity Supply Company Ltd - 20 MW, which provides revenue visibility due to an assured offtake for the entire power generated at a specified average tariff of Rs 4.85 per unit. This also lends high predictability and stability to revenue with low demand risk.

* Healthy DSCR coupled with the presence of a co-obligor structure: CRISIL expects that consolidated DSCR of Bhumi, Agni, Kiran, RWEK3PL, RWEK4PL, RWEMPL, RWEMP4PL, RWEMP3PL, and RWER4L , with P-90 plant load factor and weighted average tariff of Rs 4.85 per unit to be healthy at 1.3 times. Besides, these SPVs have to build debt service reserve accounts (DSRAs) equivalent to six months of debt servicing within one year from the commercial operation date. Out of this, DSRAs equivalent to three months of debt servicing will be created out of pending drawdown of project debt and the balance is expected to be built-up out of project cash flows. Liquidity is further expected to be supported by a working capital line of credit of Rs 25 crore. Also, with the presence of the co-obligor structure, cash flows from one SPV shall be available to fund shortfall in others, thus supporting the overall DSCR.

Weaknesses
* Residual project execution risk for 44% of capacities and stabilisation risk for the recently commissioned projects: Out of the overall capacity of 180 MW, 44% is under implementation and the balance 56% has a limited track record of operation. Nonetheless, majority of land, approvals, and funding arrangements are already in place, and Engineering Procurement and Construction is carried out by group-company Renew Solar Energy Pvt Ltd, which has a track record of executing solar projects for RPVPL within time. Despite the residual project execution risk and stabilisation risks, there will be benefits from the demonstrated track record of execution of the group. However, any delay in commissioning of projects is a key rating monitorable.

* Exposure to moderate counterparty credit risk: The cash flows are vulnerable to the risk of delayed payments by counterparties (Karnataka discoms), given their moderate to weak credit risk profiles. Nonetheless, payments are typically received within 60 days as indicated by the track record for other projects in Karnataka. Moreover, delayed payment risk is partially offset by liquidity to be maintained by the SPVs.

About the Companies
Bhumi, Agni, Kiran, RWEK3PL, RWEK4PL, RWEMPL, RWEMP4PL, RWEMP3PL, and RWER4L are promoted by Renew Solar Power Pvt Ltd, which is 100% held by RPVPL. In the third quarter of fiscal 2016, the Government of Karnataka (GoK) came up with plans for development of 1200 MW solar power projects in Karnataka in 60 taluks through the competitive bidding route. In March 2016, 180 MW was awarded to these SPVs by Karnataka Renewable Energy Development Ltd (KREDL), a GoK undertaking, based on lowest bids for nine taluks in Karnataka. The overall project cost is estimated at Rs 1162 crore to be funded in a debt-to-equity ratio of 75:25. Out of 180 MW, 100 MW capacity was commissioned in March and April 2017 and the balance is expected to commission by the end of September 2017.

About the Parent
The Renew Power group is the largest player in the Indian renewable energy space, with 2.6 GW operational portfolio; it was established in 2011 by Mr Sumant Sinha. It has a range of solar and wind assets spread across India in Gujarat, Rajasthan, Maharashtra, Karnataka, Andhra Pradesh, Telangana, and Madhya Pradesh. The solar assets are held through an intermediate solar holding company and the wind assets are housed in SPVs. The company also holds wind projects in RPVPL.

RPVPL, on a consolidated basis, had an operating income of Rs 1,417 crore and a profit after tax of Rs 108 crore for fiscal 2017, against an operating income of Rs 609 crore and a net loss of Rs 100 crore for fiscal 2016.
Key Financial Indicators^
As on / for the period ended March 31 Unit 2017 2016
Revenue Rs. Cr. NA NA
Profit after tax Rs. Cr. NA NA
PAT margin % NA NA
Adjusted debt/adjusted networth % NA NA
Interest coverage Times NA NA
^It's project phrase-company

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. Cr)
Rating Assigned with Outlook
NA Term Loan NA NA 31-Mar-34 100.95 CRISIL A/Watch Developing
Annexure - Rating History for last 3 Years
  Current 2018 (History) 2017  2016  2015  Start of 2015
Instrument Type Quantum Rating Date Rating Date Rating Date Rating Date Rating Rating
Fund-based Bank Facilities  LT/ST  100.95  CRISIL A/Watch Developing    No Rating Change  31-07-17  CRISIL A/Stable    --    --  -- 
Table reflects instances where rating is changed or freshly assigned. 'No Rating Change' implies that there was no rating change under the release.
 
Annexure - Details of various bank facilities
Current facilities Previous facilities
Facility Amount (Rs.Crore) Rating Facility Amount (Rs.Crore) Rating
Term Loan 100.95 CRISIL A/Placed on 'Rating Watch with Developing Implications' Term Loan 100.95 CRISIL A/Stable
Total 100.95 -- Total 100.95 --
Links to related criteria
Rating Criteria for Power Generation Utilities
CRISILs Bank Loan Ratings

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