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Press Release: Detailed Rationale & Key Rating Drivers For The Credit Enhanced Debt
Press Release: Detailed Rationale & Key Rating Drivers For The Credit Enhanced Debt
Note : Unsupported Rating does not factor in the explicit credit enhancement
Detailed Rationale & Key Rating Drivers for the credit enhanced debt
The rating assigned to the bank facilities of IRB Westcoast Tollway Limited (IWTL) is based on the credit enhancement in the
form of proposed Irrevocable and unconditional Corporate Guarantee from IRB Infrastructure Developers Ltd to the effect
that it shall (a) pay the shortfall between the Obligations and Termination payment in case of termination of concession
agreement; (b) provide an interest-free unsecured loan to meet shortfall in debt obligations on and from COD till DSCR of
1.10 is reached, (Such loan shall be without recourse to Lenders/other FIs/banks and on terms acceptable to Lenders).
CARE also notes that IWTL is now a part of the private InvIT (IRB Infrastructure Trust) having IRB and affiliates of Government
of Singapore Investment Corporation (known as GIC) as its unit-holders and IWTL has utilized Rs.400 crore (of the total funds
of Rs.3753 crore brought in by GIC) towards prepayment of the long term bank facilities of IWTL.
The rating remains sensitive to any steep decline in the credit profile of the credit enhancement provider, IRB as well as any
non-adherence to the structured payment mechanism.
Detailed Rationale & Key Rating Drivers of the Credit Enhancement provider: IRB Infrastructure Developers Limited (IRB)
The credit perspective of IRB continues to derive strength from the experience of promoters in the Build, Operate and
Transfer (BOT) road projects, strong order book position, in-house project execution capability resulting in healthy
profitability margin, demonstrated financial flexibility and moderate liquidity profile. Further, the credit profile also gets
strengthened by deleveraging through InvIT.
InvIT structure allows the upstreaming of surplus cash flows to the sponsor which provides financial flexibility in making
investment decisions.
In August, 2019 IRB announced transfer of nine of its SPVs into Private InvIT with IRB holding 51% and Affiliates of
Government of Singapore Investment Corporation (GIC) 49%. All the requisite approvals are in place such as SEBI registration,
approval from NHAI as well as NOC from lenders. Subsequently, all the nine SPVs are transferred to Private InvIT.
Additionally, cognizance is also taken of the receipt of funds from GIC amounting to Rs. 3753 crore in February, 2020 out of
which Rs. 3,000 crore is utilized towards reducing debt in five of its SPVs which will subsequently improve cash flow positions
in these SPVs going forward and the balance of Rs. 647 crore will be brought in as per the progress in the construction
activity.
1
Complete definition of the ratings assigned are available at www.careratings.com and other CARE publications
2
As stipulated vide SEBI circular no SEBI/ HO/ MIRSD/ DOS3/ CIR/ P/ 2019/ 70 dated June 13, 2019. As per this circular, the
suffix ‘CE’ (Credit Enhancement) is assigned to the ratings with explicit external credit enhancement, against the earlier used
suffix ‘SO’ (Structured Obligation).
1 CARE Ratings Limited
Press Release
The rating also considers the impact of the receipt of Mumbai-Pune Expressway project which has recently been awarded to
IRB for a concession period of 10 years and 2 months and also the deferment of premium obligations for Ahmedabad-
Vadodara project by Delhi High Court until its arbitration is resolved improving cash flow positions.
The credit perspective is, however, tempered by large exposure to project SPVs leading to moderate debt protection metrics
as well as delays in the execution in five of its SPVs leading to cost overrun. Besides, rating continue to factor high capital
intensity of in-house Engineering, Procurement and Construction (EPC) projects and subsequent refinancing risk arising out of
the long gestation period of investments and medium-term loans being used to fund/support such investments; contingent
liabilities in the form of the corporate guarantees extended towards debt raised at the project level.
The ability of the underlying operational special purpose vehicle (SPV)’s to achieve satisfactory growth in the toll revenue and
timely completion of the projects under construction within the cost envisaged constitute the key credit monitorables.
Negative Sensitivities
Significant traffic underperformance as against estimated
Elongation of working capital cycle leading to increased reliance on working capital borrowings
Higher than expected equity support required in ongoing and future projects as well as Mumbai-Pune project
Sustained weakening in TOL/TNW ratio above 5.40x
Weakened operational performance against as envisaged as well as low inflow of orders
Outlook:- Stable
In-house project execution capability resulting in healthy profitability margins: Engineering Procurement, Construction
(EPC) and Operation & Maintenance (O&M) works for IRB’s SPVs are carried out by Modern Road Makers Limited MRML,
rated CARE A; Stable). IRB’s policy of low dependence on subcontracting for order execution (approximately 10-15% of total
order book) enabled the company to maintain healthy construction PBILDT margin as against its peers.
Strong order book providing healthy revenue visibility: The group has a record of maintaining a strong order book of an
average of 11,000 crore in last four years with a CAGR of 15% in construction revenue between FY16 to FY19. During the
month of October, 2019 the NHAI terminated two of the HAM projects costing Rs. 3,000 crore due to delay in land
acquisitions. This resulted into decline in the order book to that extent. With the current order book position of Rs. 6801
crore as on December, 2019, the timely completion of the above projects shall provide healthy revenue visibility for IRB over
next 1 to 2 years as the construction for the projects are carried out in-house. Subsequently, growth in the toll revenue
combined with the growth in the profitable construction business remains crucial from the credit perspective for IRB.
Financial flexibility through InvIT structure: IRB launched its first InvIT in May, 2017. As on December, 2019, it transferred
seven assets of its operational road BOT Projects to its InvIT and received upfront cash of ~ Rs.2200 crores and a 15% stake in
the Trust. This enabled the Company to deleverage by paying off debt of Rs. 3,000 crore.
On August, 2019 IRB announced investment from GIC of Rs. 4,400 crore in nine of its BOT projects. As on March, 2020 IRB
has already transferred these nine assets under Private InvIT. As a part of the transaction GIC is 49% stakeholder in the
private InvIT and IRB owns 51% stake and also have management control in the private InvIT. InvIT structure helps in
upstreaming of surplus cash flows to the sponsors from the beginning of operations, providing flexibility in managing
investment requirements. Further Private InvIT set up with GIC has helped the company reduce its equity requirements in
the ongoing under-construction projects.
Moderate working capital management: Engineering Procurement, Construction (EPC) and Operation & Maintenance
(O&M) works for IRB’s SPVs are carried out by Modern Road Makers Limited. During FY19, the collection period for MRM has
increased to 107 days and subsequently 162 days for 9MFY20. Accordingly the Gross current assets (GCA) days have also
increased mainly on the back of funding cost overrun requirements in ongoing construction projects which has impacted the
group’s working capital cycle. This reflects the working capital intensity of the overall IRB Group.
Additionally the investment advances to net worth increased to 0.62x as on December, 2019 as against 0.36x as on March,
2019. Therefore, timely collection of receivables by Modern Road Makers Pvt Ltd (EPC and O&M contractor of IRB Group)
would be the key rating monitorable.
Moderate execution risk: As on December 31, 2019 IRB has six under construction projects; there exists moderate execution
risk. There are delays in the execution of construction work in five of its SPVs. There has been cost overrun in these projects
which has been funded by IRB’s internal accruals. However, considering the scale and commitment towards the above
projects, the timely achievement of COD as well as reimbursement of claims from the Authority would be the key rating
monitorable.
Moderate debt protection metrics: The overall gearing level as on March 2019 was 2.68x which has increased to 2.81x as on
Dec 2019. This is mainly due to increase in the drawls for under-construction projects. Although the debt reduction to the
extent GIC funds of Rs 3000 crore has taken place in five of its SPVs, high funding requirements towards Mumbai-Pune TOT
project is expected to keep the debt levels elevated. Therefore, higher than expected equity support required in ongoing and
future projects constitute key rating monitorables.
Liquidity : Adequate
IRB at consolidated level has cash and cash equivalent of Rs. 2,444 crore as on December, 2019. However, major cash and
bank balances are encumbered towards margin money requirement, resulting into moderate liquidity. The average unutilized
portion of fund based limit to the extent of 12% provides additional liquidity. As on March, 2019 the current portion of long
term debt stood at Rs. 874 crore was payable in FY20. However, in line with the arrangement under GIC deal, the debt to the
extent of Rs. 3,000 crore has been prepaid against the five SPVs which are part of nine SPVs transferred to Private InviT.
Applicable Criteria
Criteria on assigning ‘outlook’ and ‘credit watch’ to Credit Ratings
CARE’s Policy on Default Recognition
Rating Methodology – Toll Road Projects
Rating Methodology-Construction Sector
Rating Methodology: Consolidation and Factoring Linkages in Ratings
Criteria for Rating Credit Enhanced Debt
Financial Ratios – Non-Financial Sector
About the Credit Enhancement provider - IRB Infrastructure Developers Limited (Guarantor)
IRB Infrastructure Developers Limited (IRB), incorporated in 1998, is an established integrated surface transportation
infrastructure company with expertise in development of BOT Toll Road Projects. The company's business segments are toll
roads, construction, airport development and real estate. As on February 2020, IRB has a portfolio of fully owned 3 BOT
(Ahmdabad-Vadodara, Thane-Ghodbunder and Pune-Nashik) and 1 HAM (Vadodara-Kim) assets aggregating to around 1,356
lane kms; 51% holding in a Private InvIT which has 9 BOT projects, of which 4 projects are in the operational BOT space and
5 are under tolling and construction aggregating in total to around 5,892 lane kms. The total road length under portfolio
stood at 11,303 lane km with 2,982 lane km operational and 4,266 lane km under development. All 12 BOT projects are
generating revenues. IRB also owns holding of 16% as a sponsor in a public InvIT (IRB InvIT Fund) which has 7 BOT projects in
its portfolio of around 4,055 lane kms.
In August, 2019 IRB announced transfer of nine of its SPVs into Private InvIT with IRB holding 51% and Affiliates of
Government of Singapore Investment Corporation(GIC) 49%. All the requisite approvals are in place such as SEBI
registration, approval from NHAI as well as NOC from lenders. Subsequently, all the nine SPVs are transferred to Private
InvIT. The EPC and O&M contracts will continue to be with IRB at the capacity as the project manager.
Accordingly on February 25, 2020 IRB received first tranche of investment of Rs. 3,753 crore from GIC and the balance
commitment will be invested on the progress of construction of the under-construction projects. The allotment of units
to the investors completed on February 26, 2020. Subsequently on February 26 2020 and February 27 2020 IRB repaid
the debt of Rs. 3,000 crore under five of its SPV’s. Post the allotment of units, IRB holds 51% and GIC holds 49% stake in
the Private InvIT.
Additionally, the NCDs amounting to Rs. 1,400 crore issued on a private placement basis (50% subscribed by GIC, while
the balance 50% by Modern Road Makers Limited (MRML)) in December, 2019 were redeemed at par on March 03,
2020 and there are no outstanding NCDs as on date.
Meanwhile Provisional completion certificate has been issued by Independent Engineer (IE) for project length of 141 km
vide letter dated January 31, 2020 and tolling has commenced at all 3 toll plaza locations. As per LIE report, till January
2020, the Company has achieved a physical progress of 87.11% and financial progress 90.65% as against planned physical and
financial progress of 100%.
IWTL is a part of the nine assets being transferred to a private InvIT to be held by IRB and GIC in the ratio of 51:49.
Covenants of rated instrument / facility: Detailed explanation of covenants of the rated facilities is given in Annexure-3
Brief Financials of IRB Consolidated (Rs. crore) FY18 (A) FY19 (A)
Total operating income 5836.07 6880.54
PBILDT 2834.79 3117.06
PAT 919.66 849.97
Overall gearing (times) 2.44x 2.68x
Interest coverage (times) 2.90x 2.77x
A: Audited; Note: Financials are classified as per CARE’s internal standards
Brief Financials of IWTL (Rs. crore): Not Applicable, Project Stage (Company has commenced tolling from February 2020).
Note on complexity levels of the rated instrument: CARE has classified instruments rated by it on the basis of complexity. This classification
is available at www.careratings.com. Investors/market intermediaries/regulators or others are welcome to write to care@careratings.com
for any clarifications.
Contact us
Media Contact
Mradul Mishra
Contact no. – +91-22-6837 4424
Email ID – mradul.mishra@careratings.com
Analyst Contact
Relationship Contact
Name: Ms. Saikat Roy
Contact no. : 022 – 6754 3429
Email ID : saikat.roy@careratings.com
Disclaimer
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recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security.
CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated
entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable.
CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for
any errors or omissions or for the results obtained from the use of such information. Most entities whose bank
facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank
facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In
case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed
by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case
of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial
performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability
whatsoever to the users of CARE’s rating.
Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve
acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the
ratings may see volatility and sharp downgrades.
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