Rating Rationale
November 14, 2018 | Mumbai
Vishal Mega Mart Private Limited
Rating Continues on 'Watch Positive'
 
Rating Action
Total Bank Loan Facilities Rated Rs.262.51 Crore
Long Term Rating CRISIL BBB (Continues on 'Rating Watch with Positive Implications')
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL's rating on the long-term bank facilities of Vishal Mega Mart Private Limited (VMMPL) continues to be on 'Rating Watch with Positive Implications'.

CRISIL had placed the rating on watch on May 24, 2018, following the announcement by Partners Group and Kedaara Capital Fund (Kedaara Capital) to acquire 100% stake in VMMPL from private equity firm TPG Capital (TPG). As part of the deal, Partners Group and Kedaara Capital will jointly acquire VMMPL's operations, while Kedaara Capital will acquire its master franchise Air Plaza Retail Holdings Pvt Ltd (Air Plaza). VMMPL's existing management and arrangement of operations with Air Plaza will continue after completion of the transaction. The transaction is subject to regulatory approvals, including from the Competition Commission of India, and is expected to close later this year.

Clarity is awaited on the conversion of compulsorily convertible debentures (CCDs) as part of this deal. CRISIL had earlier treated these CCDs as debt, accounting for Rs 204 crore of the outstanding debt of Rs 446 crore as on March 31, 2018.  CRISIL believes the credit risk profile may improve in case of conversion of the CCDs to equity.

CRISIL will monitor developments and is in discussion with the management. The rating will be removed from watch and a final rating action taken after conclusion of the transaction.

The rating continues to reflect increasing net cash accrual and scale of operations, aided by improving store maturity profile and higher footfalls. The rating also factors in healthy long-term growth prospects for the organised retail sector. These strengths are partially offset by a modest financial risk profile and large upcoming debt repayment obligation, and exposure to a price-sensitive customer segment and to intense competition from the unorganised sector.

Analytical Approach

CRISIL had treated the CCDs of Rs 204 crore as on March 31, 2018, as debt; the last date of their conversion was March 13, 2021, or filing of an initial public offering, whichever was earlier by the company. Further, CRISIL has amortised the goodwill (including intangibles) of Rs 595 crore (restated from Rs 651 crore after fair valuations of assets) on acquisition of the wholesale and franchisee operations of Vishal Retail Ltd (VRL) over a period of 10 years. 

Key Rating Drivers & Detailed Description
Strengths:
* Improving market position in the value retail format: The company is best positioned to benefit from the healthy business prospects of the organised retail segment. Revenue has grown at a healthy compound annual rate of 18% over the three fiscals through 2018. cash accrual too; cash profits are estimated to have increased to over Rs 150 crore for fiscal 2018 from Rs 33 crore in fiscal 2016.

* Healthy long-term business prospects for the domestic organised retail sector: The organised brick and mortar retail sector is expected to grow at over 18% per fiscal over the medium term, driven by increasing penetration of organised retail, which is estimated to reach 10% over the next three fiscals. The growth, particularly the value retail format, should be driven by India's demographic advantages, such as a growing middle class with increasing disposable income, and a burgeoning young population with higher brand consciousness.

Weaknesses
* Modest financial risk profile and large upcoming debt repayment commitments: The capital structure is modest and debt protection metrics average on account of highly working capital-intensive operations. As per provisional financials, the adjusted gearing was 1.1 times as on March 31, 2018. There is debt repayment obligation of around Rs 120 crore in fiscal 2019. Sales are mostly through the master franchisee, Air Plaza, leading to high debtors. This results in a stretched working capital cycle, with gross current assets of around 160 days.

* Exposure to risks related to a price-sensitive customer segment and intense competition in the retail industry: Although organised retail penetration was moderate at about 7.8% in fiscal 2018 (a major proportion of which was in Tier-1 cities), the company derives a substantial portion of revenue from the lower-middle-class segment, including through stores in Tier-II cities. It primarily competes with retailers in the unorganised segment, which is highly price sensitive.
About the Company

VMMPL (formerly, TPG Wholesale Pvt Ltd), is a subsidiary of TPG VW Ltd, Mauritius. It was incorporated in 2010 and commenced operations in March 2011. The company took over the wholesale and franchisee operations of the erstwhile Vishal Retail Ltd (VRL; renamed V2 Retail Ltd) on a slump sale basis, as part of corporate restructuring. VMMPL supplies apparel, general merchandise, and fast-moving consumer goods to franchise stores operated by Air Plaza, which took over Vishal's retail operations, and to a few other independent franchisees.

In May 2018, Partners Group and Kedaara Capital announced the acquisition of 100% stake in VMMPL from TPG. Partners Group is a global private market investment manager, and Kedaara Capital is an India-focused operationally oriented private equity fund.

Key Financial Indicators
As on/for the period ended March 31 2018* 2017
Revenue Rs crore 2312 1341
Adjusted Profit After Tax (PAT) Rs crore 112 -52
PAT Margins % 4.8 -3.9
Adjusted debt/adjusted networth Times 1.1 2.8
Interest coverage Times 14 2.32
*Provisional

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 Proposed Long Term Bank Loan Facility NA NA NA 13.71 CRISIL BBB/Watch Positive
NA Term Loan NA NA 30-Jun-2019 248.8 CRISIL BBB/Watch 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
Fund-based Bank Facilities  LT/ST  262.51  CRISIL BBB/Watch Positive  21-08-18  CRISIL BBB/Watch Positive  23-02-17  CRISIL BBB-/Stable      29-10-15  CRISIL BBB-/Stable  CRISIL BBB-/Stable 
        24-05-18  CRISIL BBB/Watch Positive               
        23-03-18  CRISIL BBB/Stable               
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
Proposed Long Term Bank Loan Facility 13.71 CRISIL BBB/Watch Positive Proposed Long Term Bank Loan Facility 13.71 CRISIL BBB/Watch Positive
Term Loan 248.8 CRISIL BBB/Watch Positive Term Loan 248.8 CRISIL BBB/Watch Positive
Total 262.51 -- Total 262.51 --
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 Retailing Industry
The Rating Process

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