Rating Rationale
June 29, 2018 | Mumbai
Varun Beverages Limited
Rating outlook revised to 'Positive'; ratings reaffirmed
 
Rating Action
Total Bank Loan Facilities Rated Rs.874.1 Crore
Long Term Rating CRISIL AA-/Positive (Outlook revised from 'Stable' and rating reaffirmed)
Short Term Rating CRISIL A1+ (Reaffirmed)
 
Rs.300 Crore Non Convertible Debentures CRISIL AA-/Positive (Outlook revised from 'Stable' and rating reaffirmed)
Rs.250 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 facilities and debt programme of Varun Beverages Ltd (VBL; part of Varun Beverages Group) to 'Positive' from 'Stable', while reaffirming the ratings at 'CRISIL AA-/CRISIL A1+'.
 
The revision in outlook reflects CRISIL's expectation that VBL's financial risk profile could improve with sustained improvement in cash flows driven by operational efficiencies brought in by the recently acquired contiguous territories of Bihar, Madhya Pradesh, Chhattisgarh, Jharkhand and Odisha. These territories, acquisition for which was completed by March 2018, have further strengthened business risk profile. Post this acquisition, VBL now accounts for ~51% of the market share of PepsiCo India Holdings Pvt Ltd (PepsiCo) in India.
 
Consequently, increasing cash flows could improve debt1 to earnings before interest depreciation tax and amortisation (EBIDTA) to below 2.7 times going forward (3.1 times as on December 2017). This should also be supported by the absence of any major organic capital expenditure (capex) over the medium term. Any large debt-funded acquisition or capex will therefore remain a monitorable.
 
The ratings continue to reflect a strong business risk profile underpinned by leadership position in the franchisee operations of PepsiCo, geographical diversity in markets, integrated manufacturing operations and strong financial risk profile. These strengths are partially offset by susceptibility to changes in regulations and in customer preferences, and moderate expansion plans.

Analytical Approach

For arriving at the ratings, CRISIL has combined the business and financial risk profiles of VBL and all its subsidiaries, including Varun Beverages Lanka (Pvt) Ltd, Varun Beverages Morocco SA, Varun Beverages (Nepal) Pvt Ltd, Varun Beverages (Zambia) Ltd, and Varun Beverages (Zimbabwe) (Pvt) Ltd. All these entities, collectively referred to as the Varun Beverages group, have business and financial linkages. The deferred payment to PepsiCo for the territories acquired in 2015 has been treated as debt (the final payment of Rs. 300 crore has been made in February 2018).

Key Rating Drivers & Detailed Description
Strengths
* Market leadership and geographical diversity in domestic and global markets
The group is the largest franchisee for PepsiCo in India. Continuous acquisition of territories has helped the group increase its share of PepsiCo's beverage sales, to ~51%. At present, it is handling all of PepsiCo's north, central and eastern India regions except J&K with presence in 21 states and 2 union territories. Further, the group has PepsiCo's franchisee operations in Nepal, Sri Lanka, Morocco, Zambia and Zimbabwe.
 
Consistent ramp up in scale of operations, via organic and inorganic routes, has helped strengthen the group's market position significantly and increased geographical diversity. Operating income grew 17% on compound annual basis, over the five years ended December 31, 2017. EBIDTA has increased to a healthy Rs 854 crore in 2017 from Rs 273 crore in 2012.
Benefits from the company's leadership position in PepsiCo's franchisee operations in India, geographical diversity and support from PepsiCo should aid the business.
  
* Integrated manufacturing operations
Economies of scale are derived from backward integration of operations'with facilities to manufacture crown corks, polyethylene terephthalate pre-forms, corrugated boxes, shrink wrap sheets, plastic cap closures and plastic shells. EBIDTA margin improved to 21.1% in 2017 from 14.9% in 2012 because of integration of operations with newly acquired contiguous territories from PepsiCo, resultant economies of scale and product / packaging innovations introduced by PepsiCo. The group will continue to draw synergies from presence in contiguous territories and backward integration, especially as volume increases, thus sustaining margins.
 
* Strong financial profile
The group has benefitted from increased revenue and integration of the contiguous territories acquired from PepsiCo in recent past leading to improved profitability. Debt protection metrics were strengthened by the cash accrual generated from these acquired territories, and further supported by the initial public offering (IPO) proceeds (infusion of Rs 667.50 crore) received in 2016. As on December 31, 2017, debt levels were elevated on account of loans availed for undertaking acquisitions. However, revenue and accretion of EBIDTA from these territories have commenced from the first quarter of 2018. The group also has healthy financial flexibility, as demonstrated by its ability to raise funds from both debt and equity investors. Liquidity is also likely to remain comfortable given the strong cash flow and reduction in the utilisation of the sanctioned bank limit. While organic capex is expected to be moderate over the medium term, any larger-than-expected debt-funded acquisition will remain a key monitorable. 
 
Weakness
* Susceptibility to changes in regulations and in customer preferences
Beverage Industry remains susceptible to changes in government regulations regarding content of soft drinks, and to increasing environmental concerns in India about ground water depletion and discharge of effluents by bottling plants.
 
* Moderate expansion plans
The growth strategy has comprised organic and inorganic capacity expansions in both domestic as well as international markets. Debt protection metrics had strengthened significantly in 2016 with prepayment of debt and a stronger capital structure driven by funds raised through the IPO. While in 2017 debt contracted for part of recent acquisition of territories elevated the debt to EBIDTA to 3.1 times, the same is expected to improve with cash flows from these territories in 2018. Gearing as on December 31, 2017 was also 1.46 times against 1.3 times the previous year. Any further debt-funded capex and acquisition will remain a key monitorable.
Outlook: Positive

CRISIL believes that increase in operating profit over the medium term, coupled with absence of large debt funded capex / acquisition could further improve VBL's financial risk profile.

Upside scenario
* Sustenance of debt to EBIDTA ratio under 2.7 times over the medium term

Downward scenario
* Operating performance is lower than expectation
* Weakening of financial risk profile on account of large, debt-funded capex or acquisition

About the Group

VBL, incorporated in 1995, was established by Mr Ravi Kant Jaipuria to cater to PepsiCo's beverages operations in India. The company manufactures and distributes sweetened aerated water (soft drinks), non-sweetened aerated water (soda), and packaged drinking water and juices. It is the largest franchisee for PepsiCo in India. It has 20 manufacturing units: two each at Greater Noida, and Sathariya in Uttar Pradesh; and one each at Guwahati in Assam, Jodhpur and Bhiwadi in Rajasthan, Nuh and Panipat in Haryana, Kosi Kalan, Hardoi, and Jainpur in Uttar Pradesh, Bazpur in Uttarakhand, Phillaur in Punjab, Bargarh and Cuttack in Odisha, Jamshedpur in Jharkhand, Mandideep in MP, Goa and Kolkata in West Bengal.
    
Varun Beverages (International) Ltd was the group's holding company until March 12, 2013, when it was merged with VBL with effect from January 1, 2012, following equity buyback from PepsiCo. In February 2015, VBL acquired selling and distribution rights for Punjab, Chandigarh, Himachal Pradesh, and the remaining parts of Uttar Pradesh, Uttarakhand and Haryana along with four manufacturing units'one each at Panipat, Sathariya, Jainpur, and Bazpur'on a slump-sale basis from PepsiCo. In 2016, VBL acquired two co-packing facilities at Sathariya and Phillaur.
 
Operations outside India comprise bottling operations in Nepal under Varun Beverages (Nepal) Pvt Ltd; in Sri Lanka under Varun Beverages Lanka (Pvt) Ltd; in Morocco under Varun Beverages Morocco SA; and in Zambia under Varun Beverages (Zambia) Ltd. And in Zimbabwe under Varun Beverages (Zimbabwe) (Pvt) Ltd. During 2017, VBL has divested 41% stake in Varun Beverages Mozambique Limitada while it has increased its stake in its Zambia subsidiary to 90% from 60%.
 
VBL raised funds through an IPO in November 2016 with an issue size of 2.5 crore shares, including 1 crore shares on offer for sale by the promoters. As a result, the promoter shareholding reduced to ~74% as on November 30, 2016, from 100%. The dilution also includes the equity shares allotted to Standard Chartered Pvt Equity and AION Investments upon conversion of compulsorily convertible debentures prior to the IPO.
 
For the quarter ending March 31, 2018, operating income was Rs 1094 crore and profit after tax Rs 20 crore against Rs 879 crore and Rs 7 crore, respectively, in the corresponding period of the previous year.

1Not adjusted for cash and bank balance

Key Financial Indicators
As on / for the period ended December 31  Unit 2017 2016
Revenue Rs crore 4003 3831
Profit after tax Rs crore 214 151
PAT margin % 5.3 3.9
Adjusted debt*/Adjusted networth Times 1.46 1.31
Interest coverage Times 4.02 3.80
* Not adjusted for cash and bank balance

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
INE200M07044 Debentures 27-Feb-17 7.7% 30-Jun-22 300.0 CRISIL AA-/Positive
NA Commercial Paper NA NA 7-365 days 250.0 CRISIL A1+
NA Cash Credit NA NA NA 278.5 CRISIL AA-/Positive
NA Letter of Credit NA NA NA 95.0 CRISIL A1+
NA Term Loan NA NA Jul-18 34.15 CRISIL AA-/Positive
NA Term Loan NA NA Jun-19 50.0 CRISIL AA-/Positive
NA Term Loan NA NA Jun-22 171.7 CRISIL AA-/Positive
NA Proposed Long Term
Bank Loan Facility
NA NA NA 244.75 CRISIL AA-/Positive
Annexure - Rating History for last 3 Years
  Current 2018 (History) 2017  2016  2015  Start of 2015
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Commercial Paper  ST  250.00  CRISIL A1+  15-03-18  CRISIL A1+  17-08-17  CRISIL A1+  30-12-16  CRISIL A1+  18-11-15  CRISIL A1  CRISIL A1 
            10-05-17  CRISIL A1+      18-09-15  CRISIL A1   
            06-04-17  CRISIL A1+      17-06-15  CRISIL A1   
            21-02-17  CRISIL A1+      11-05-15  CRISIL A1   
Non Convertible Debentures  LT  300.00
29-06-18 
CRISIL AA-/Positive  15-03-18  CRISIL AA-/Stable  17-08-17  CRISIL AA-/Stable  30-12-16  Withdrawal  18-11-15  CRISIL A/Positive  Withdrawal 
            10-05-17  CRISIL AA-/Stable      18-09-15  CRISIL A/Stable   
            06-04-17  CRISIL A+/Positive           
            21-02-17  CRISIL A+/Positive           
Fund-based Bank Facilities  LT/ST  779.10  CRISIL AA-/Positive  15-03-18  CRISIL AA-/Stable  17-08-17  CRISIL AA-/Stable  30-12-16  CRISIL A+/Positive  18-11-15  CRISIL A/Positive/ CRISIL A1  CRISIL A/Negative/ CRISIL A1 
            10-05-17  CRISIL AA-/Stable      18-09-15  CRISIL A/Stable/ CRISIL A1   
            06-04-17  CRISIL A+/Positive      17-06-15  CRISIL A/Stable/ CRISIL A1   
            21-02-17  CRISIL A+/Positive      11-05-15  CRISIL A/Stable/ CRISIL A1   
Non Fund-based Bank Facilities  LT/ST  95.00  CRISIL A1+  15-03-18  CRISIL A1+  17-08-17  CRISIL A1+  30-12-16  CRISIL A1+  18-11-15  CRISIL A1  CRISIL A1 
            10-05-17  CRISIL A1+      18-09-15  CRISIL A1   
            06-04-17  CRISIL A1+      17-06-15  CRISIL A1   
            21-02-17  CRISIL A1+      11-05-15  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 278.5 CRISIL AA-/Positive Cash Credit 278.5 CRISIL AA-/Stable
Letter of Credit 95 CRISIL A1+ Letter of Credit 95 CRISIL A1+
Proposed Long Term Bank Loan Facility 244.75 CRISIL AA-/Positive Proposed Long Term Bank Loan Facility 244.75 CRISIL AA-/Stable
Term Loan 255.85 CRISIL AA-/Positive Term Loan 255.85 CRISIL AA-/Stable
Total 874.1 -- Total 874.1 --
Links to related criteria
CRISILs Approach to Financial Ratios
CRISILs Bank Loan Ratings - process, scale and default recognition
Rating criteria for manufaturing and service sector companies
Rating Criteria for Fast Moving Consumer Goods Industry
CRISILs Criteria for Consolidation
CRISILs Criteria for rating short term debt

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