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The Phoenix Mills Ltd. — Audit Report / Information 2022
Nov 27, 2021
60675_rns_2021-11-27_6bd0c06c-3d85-4afd-8792-f2dfab98897a.pdf
Audit Report / Information
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Corp. Office: Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel: (022) 3001 6600 Fax : (022) 3001 6601 CIN No. : L17100MH1905PLC000200
November 27, 2021
To,
BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumb ai- 400 001
National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra East, Mumbai- 400051
Security code: 503100 Symbol: PHOENIXLTD
Dear Sir(s),
Sub: Intimation regarding Rating ‐ Compliance under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed rating published on November 26, 2021, by CRISIL Ratings Limited, the Credit Rating Agency.
You are requested to take the aforesaid information on record.
Thanking you,
Yours Faithfully, For The Phoenix Mills Limited
Gajendra Mewara Company Secretary
Encl: As above
Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Tel : (022) 2496 4307 / 8 / 9 Fax : (022) 2493 8388 E-mail : [email protected] www.thephoenixmills.com
11/27/21, 11:03 AM
Rating Rationale
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Rating Rationale
November 26, 2021 | Mumbai
Phoenix Mills Limited
Rating outlook revised to 'Stable'; Rating reaffirmed
| Phoenix Mills Limited Rating outlook revised to 'Stable'; Rating reaffirmed |
Phoenix Mills Limited Rating outlook revised to 'Stable'; Rating reaffirmed |
|---|---|
| Rating Action | |
| Total Bank Loan Facilities Rated | Rs.400 Crore |
| Long Term Rating | CRISIL A+/Stable (Outlook revised from 'Negative'; rating reaffirmed) |
1 crore = 10 million Refer to Annexure for Details of Instruments & Bank Facilities
Detailed Rationale
CRISIL Ratings has revised its outlook on the long-term bank facilities of Phoenix Mills Limited (TPML; flagship company of the Phoenix Mills group) to ’Stable’ from ‘Negative’, while reaffirming the rating at 'CRISIL A+'.
The outlook revision reflects strong recovery in retail sales witnessed across malls in Q2 2022 and October 2021 post reopening after the second wave of the pandemic, expected further improvement in retail sales in H2 2022 and strengthening of liquidity position of the group through stake dilution in assets and equity fund raising through qualified institutional placement (QIP).
While the pandemic and consequent closure of malls have impacted performance, the recovery has been steady post reopening. After closure of malls in April 2021 due to the second wave, malls gradually reopened from June 2021 albeit with restrictions. Despite the restrictions, strong recovery was witnessed, with retail sales reaching 74% of pre-pandemic (Q2 2020) level in Q2 2022. Consequently, revenue and EBITDA (earnings before interest, tax, depreciation and amortisation) for Q2 2022 were adequate at 67% of pre-pandemic level each (excluding for Phoenix Palassio, Lucknow, which became operational in July 2020). Retail sales further improved to around 90% of pre-pandemic level in October 2021. Recovery in revenue and profits in H2 2022 is expected to be strong.
The group has also taken steps to ensure availability of ample liquidity to tide over the current situation and meet growth capital requirements in the medium term. Since August 2020, the group has raised a total of ~Rs 3400 crore through – a) Rs 1,100 crore through QIP,
b) an agreement with Government of Singapore Investment Corporation (GIC) for stake sale of 26% in 3 subsidiaries for Rs 1,111 crore (realised in June 2021),
c) infusion of Rs 196 crore from Canada Pension Plan Investment Board (CPPIB) for meeting capital expenditure (capex) requirements in under construction assets housed under Island Star Mall Developers Pvt. Ltd (ISML; rated CRISIL A/Stable; part of the group and owns and operates the Phoenix Market City mall in Bengaluru) and d) deal with CPPIB for investment of Rs 384 crore in two tranches for development of the group’s new asset in Kolkata for a 49% stake in the project (Rs 180 crore of this has been realised).
Additionally, on November 15, 2021, CPPIB committed to invest Rs 1,350 crore in tranches for acquiring 49% stake in Plutocrat Commercial Real Estate Pvt. Ltd (PCREPL; holding company for developing an office-led mixed-use asset in Mumbai). CPPIB has already infused Rs 787 crore towards the development as of date. All these initiatives have strengthened the liquidity position of the group with cash balances, liquid investments and undrawn bank lines standing at an aggregate of Rs 2,622 crore as on November 18, 2021. CRISIL Ratings expects the liquidity position to remain strong in the near to medium term.
The rating continues to reflect the Phoenix Mills group’s leadership position in the Indian retail mall segment, diversified revenue profile, and comfortable financial risk profile. These strengths are partially offset by exposure to project risks because of significant expansion plans, skewed debt amortisation schedule impacting near term coverage ratios, volatility in occupancy, and vulnerability to cyclicality in the real estate sector.
Analytical approach
CRISIL Ratings has combined the business and financial risk profiles of TPML and all its associate and subsidiary companies. This is because all these entities, collectively referred to as The Phoenix Mills group, are in the same line of business, have common promoters and strong business and financial linkages.
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:
Leadership position in the Indian retail mall segment: The group has a track record of over three decades and is India’s largest retail mall operator. Its robust market position is underpinned by the prime location of the assets and their steady performance. Occupancy and trading density for most of the group’s malls were over 85% and more than Rs 1,000 per square feet (sq. ft) per month, respectively, in fiscal 2021. There has been no major incremental vacancy observed in the malls from the pre-pandemic level. Occupancy and average trading density of the group’s flagship asset —High Street Phoenix (HSP) and Palladium (Mumbai)—were 95% and Rs 2,494 per sq. ft per month, respectively, in Q4 2021. The group is in the process of doubling its retail portfolio over the medium term, in partnership with CPPIB) and GIC as well as independently. The group completed and launched its new mall, Phoenix Pallassio, with total leasable area of 9.05 lakh sq. ft in July 2020 and the mall is operating at 81% trading occupancy as on September 30, 2021, despite the pandemic.
Diversified revenue profile: The group primarily focuses on retail-led mixed-use development. Revenue profile is moderately diversified and comprises four main businesses: retail assets, commercial assets, hospitality, and residential. Turnover was Rs 1,077 crore in fiscal 2021 (CRISIL Ratings-adjusted financials), with retail assets contributing around 75% to total revenue. Presence of other portfolios—office, hotels, and residential real estate—also supports business risk profile. Additionally, the asset portfolio of the group is geographically well-diversified lending strength to the business risk profile.
Comfortable financial risk profile: Consolidated net worth was Rs 6,279 crore while debt was Rs 4,506 crore, as on March 31, 2021 (CRISIL Ratings-adjusted financials). Consequently, gearing remained below 1.0 time. Close to 84% of the total debt is backed by highly stable rent-generating assets, while 15% of the debt is against income from stabilised hotels. Financial flexibility is supplemented by strong refinancing ability, access to consolidated undrawn bank lines of over Rs 600 crore as on September 30, 2021, and ability to raise additional lease rental discounting loans; debt to lease rental ratio was impacted in fiscal 2021 due to impact on revenue due to the pandemic, but the same is expected to remain comfortable, at around 4.0 times, on a steady state basis. In addition, the recent private equity deals are expected to add to its financial flexibility. Interest coverage and return on capital employed ratios were modest at 1.71
https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/PhoenixMillsLimited_November 26, 2021_RR_281426.html
1/5
11/27/21, 11:03 AM
Rating Rationale
times and 4.3%, respectively, in fiscal 2021. The near-term debt service coverage ratio of the group is modest due to front-ended amortisation schedules in some of loans.
Weaknesses:
Exposure to risks related to significant expansion plans: Large projects have been planned in new and current geographies, with overall investment of around Rs 7,800 crore. Although the group has sound experience in developing and managing retail assets, its ability to execute, market, and scale-up these projects on time will remain critical. Any significant delay in project execution or cost overruns may weaken financial risk profile. Nevertheless, more than 50% of the funds have been deployed for under construction retail assets, and debt-to-equity ratio for the investments is expected at less than 1.0 time, which mitigates the risk to a large extent. Till date, no external debt has been contracted for the under-construction projects in Bengaluru, Pune and Indore; while for the Ahmedabad mall, debt of Rs 97 crore has been drawn down.
Volatility to occupancy and vulnerability to cyclicality in the real estate sector: Rental collection, the key source of revenue, is exposed to volatility because of economic downturns, thereby impacting the tenant's business risk profile and hence occupancy and rental rates. In contrast, cash outflow such as debt obligation, is relatively fixed. The mall operations were suspended in both fiscals 2020 and 2021 due to the first and second waves of the pandemic, thereby significantly reducing cash flows. Furthermore, the ability of the group to renew agreements that are coming up for renewal, at pre-pandemic terms, especially considering the pandemic, will remain a key monitorable. This is offset by conclusion of negotiations of rentals with majority of tenants in retail profile. Although cash flow and liquidity buffer will be able to absorb the impact of fluctuations in occupancy and interest rate to some extent, they remain rating sensitivity factors.
Liquidity: Strong
The group has debt obligation of Rs ~ Rs 1,000 crore per annum between fiscals 2023 and 2024 with capital expenditure of ~ Rs 3,800 crore to be incurred over the medium term. It had liquidity of Rs 2,622 crore as on November 18, 2021 (including undrawn bank lines). Strong liquidity position is expected to support debt servicing as well as capex in the near-to-medium term. Additionally, the Phoenix Mills group maintains debt service reserve account (DSRA) covering three months of debt obligation for all its assets. Liquidity is supplemented by strong refinancing ability as well as the ability to raise additional lease rental discounting loans, if required. TPML, on a standalone basis, had cash equivalents and bank balances of Rs 417 crore as on March 31, 2021.
Outlook: Stable
CRISIL Ratings believes the Phoenix Mills group will benefit from its robust business risk profile over the medium term, driven by its established market position, strong revenue visibility, and healthy profitability. Financial risk profile should also remain comfortable on account of healthy liquidity and backing of lease rentals to service much of the debt, notwithstanding the large capex plans.
Rating Sensitivity factors
Upward factors:
Stabilisation of operations, leading to improvement in EBITDA
Improvement in near term debt service coverage ratios well above 1 time and maintenance of healthy liquidity position Timely execution and scaling up of projects
Downward factors:
Increase in vacancy by 10%, reduction in rental rates, or higher-than-expected borrowing weakening financial risk profile Significant delay or cost overrun in construction and leasing of ongoing projects Material reduction in liquidity
About the Company
TPML is the flagship company of the Phoenix Mills group and was incorporated in January 1905 as a textile manufacturer. It diversified into real estate development in 1986 by first constructing a residential tower and then opening High Street Phoenix (HSP) mall in Lower Parel in 1999, followed by Palladium mall (next to HSP) in 2009. Palladium mall caters to uberluxury brands. Apart from retail assets, TPML also owns and operates Phoenix House, a commercial office space of 1.4 lakh sq. ft in the same premises.
About the Group
The Phoenix Mills group is the largest player in the Indian retail mall segment and has a portfolio of 59 lakh sq. ft of eight well-established retail mall assets across major cities in the country and a recently launched mall with 9.5 lakh sq. ft of leasable area. It also has an office portfolio of 13.7 lakh sq. ft in Mumbai and Pune (which shall be increased to 20.24 lakh sq. ft post completion of Tower 2 and Tower 3 in Pune), two operational hotels (one each in Mumbai and Agra), and residential real estate of 37 lakh sq. ft in Bengaluru and Chennai
In April 2017, the group entered into an agreement with CPPIB to sell up to 49% stake in ISML for close to Rs 1,700 crore. Development of retail assets will be undertaken across metros and Tier-I cities via wholly owned special-purpose vehicles. In May 2021, CPPIB and TPML entered into an agreement to extend their commitment to the existing alliance by investing an additional Rs 800 crores into ISML. A further commitment of Rs 700 crores has also been done.
On Dec 01, 2020, The Phoenix Mills Ltd and its subsidiaries, Offbeat Developers Private limited, Graceworks Realty and Leisure Private Ltd and Vamona Developers Private Ltd have jointly signed a non-binding term-sheet with GIC Private Ltd for formation and development of a strategic retail-led mixed-use platform. Subsequently, GIC has acquired 26% equity stake in these subsidiaries for an aggregate consideration of Rs. 1,111crore; GIC’s stake may further increase to ~33%-36% in the above-mentioned subsidiaries through an additional infusion of up to Rs. 400 crores within the next 12-month period. This is expected to be used as a platform to develop retail-led mixed development properties.
In May 2021, CPPIB proposed to invest Rs 384 crore in two tranches for a 49% stake in Phoenix’s subsidiary, Mindstone Mall Developers Pvt Ltd. The funds will be utilised towards development of the group’s new asset in Alipore, Kolkata. Of this, Rs 180 crores have been received as on November 2021.
On November 15, 2021 CPPIB committed to invest Rs 1350 crores in tranches for acquiring 49% stake in Plutocrat Commercial Real Estate Pvt Ltd (PCREPL), that is the holding company for Project Rise. It is an office-led mixed-use development with gross leasable area of 1 msf of office space and 0.2 msf of retail space. Rs 787 crores has already been infused by CPPIB towards the project.
| Key financial indicators - Consolidated* | |||
|---|---|---|---|
| Particulars | Unit | 2021 | 2020 |
| Revenue | Rs crore | 1147 | 2097 |
| Profit after tax(PAT) | Rs crore | 37 | 421 |
| PAT margin | % | 3.3 | 20.1 |
| Adjustedgearing | Times | 0.72 | 0.94 |
| Interest coverage | Times | 1.71 | 2.98 |
| *CRISIL Ratings-adjusted numbers, including full consolidation Housing Projects Pvt. Ltd (CHPPL), and Starboard Hotels Pvt. Lt |
of Classic Mall Development Company Pvt. Ltd d (SHPL) |
(CMDCPL), Classic |
| Housing Projects Pvt. Ltd (CHPPL), and Starboard Hotels Pvt. Ltd (SHPL) | Housing Projects Pvt. Ltd (CHPPL), and Starboard Hotels Pvt. Ltd (SHPL) | ||
|---|---|---|---|
| Key financial indicators - Consolidated* | |||
| Particulars | Unit | 2021 | 2020 |
| Revenue | Rs crore | 1077 | 1943 |
| Profit after tax(PAT) | Rs crore | 31 | 388 |
https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/PhoenixMillsLimited_November 26, 2021_RR_281426.html
2/5
11/27/21, 11:03 AM
| /27/21, 11:03 AM | Rating Rationale | ||
| PAT margin | % | 2.9 | 20.0 |
| Adjustedgearing | Times | 0.70 | 0.94 |
| Interest coverage | Times | 1.72 | 3.04 |
| Based on consolidation approach followed by TPML wherein CMDCPL, CHPPL and SHPL ha and consolidated only to the extent of TPML’s shareholding in these, i.e., 50% |
ve been treated as | associate companies |
Any other information: Not applicable
Note on complexity levels of the rated instrument:
CRISIL Ratings' complexity levels are assigned to various types of financial instruments. The CRISIL Ratings' complexity levels are available on www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL Ratings' 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) | Annexure - Details of Instrument(s) | Annexure - Details of Instrument(s) | ||||||
|---|---|---|---|---|---|---|---|---|
| ISIN | Name of instrument |
Date of allotment |
Coupon rate(%) |
Maturity date |
Issue size (Rs crore) |
Complexity level |
Rating assigned with outlook |
|
| NA | Term Loan | NA | NA | Sep-27 | 335.0 | NA | CRISIL A+/Stable | |
| NA | Overdraft Facility* | NA | NA | NA | 65.0 | NA | CRISIL A+/Stable | |
| Sublimit of term loan Annexure – List of entities consolidated* |
||||||||
| Names of Entities Consolidated | Extent of Consolidation |
Rationale for Consolidation |
||||||
| Phoenix HospitalityCompanyPvt. Ltd(PHCPL) | Full | Subsidiary | ||||||
| Alliance Spaces Pvt. Ltd(subsidiaryof PHCPL) | Full | Subsidiary | ||||||
| Bellona HospitalityServices Ltd | Full | Subsidiary | ||||||
| BigApple Real Estate Pvt. Ltd(BARE) | Full | Subsidiary | ||||||
| Blackwood Developers Pvt. Ltd(subsidiaryof BARE) | Full | Subsidiary | ||||||
| Butala Farm Lands Pvt. Ltd | Full | Subsidiary | ||||||
| Enhance Holdings Pvt. Ltd India | Full | Subsidiary | ||||||
| Gangetic Developers Pvt. Ltd(subsidiaryof BARE) | Full | Subsidiary | ||||||
| Grace Works Realty& Leisure Pvt. Ltd(subsidiaryof PHCPL) | Full | Subsidiary | ||||||
| Island Star Mall Developers Pvt. Ltd | Full | Subsidiary | ||||||
| Market CityResources Pvt. Ltd(MCRPL) | Full | Subsidiary | ||||||
| Market CityManagement Pvt. Ltd | Full | Subsidiary | ||||||
| Mugwort Land HoldingPvt. Ltd | Full | Subsidiary | ||||||
| Offbeat Developers Pvt. Ltd | Full | Subsidiary | ||||||
| Palladium Constructions Pvt. Ltd | Full | Subsidiary | ||||||
| Pallazzio Hotels & Leisure Ltd | Full | Subsidiary | ||||||
| Pinnacle Real Estate Development Pvt. Ltd | Full | Subsidiary | ||||||
| Plutocrat Assets And Capital Management Pvt. Ltd | Full | Subsidiary | ||||||
| Sangam Infrabuild Corporation Pvt. Ltd(subsidiaryof BARE) | Full | Subsidiary | ||||||
| Upal Developers Pvt. Ltd(subsidiaryof BARE) | Full | Subsidiary | ||||||
| Vamona Developers Pvt. Ltd | Full | Subsidiary | ||||||
| Savannah Phoenix Pvt Ltd | Full | Subsidiary | ||||||
| Insight Hotels & Leisure Pvt. Ltd | Full | Subsidiary | ||||||
| Alysum Developers Pvt. Ltd(subsidiaryof ISML) | Full | Subsidiary | ||||||
| Sparkle One Mall Developers Pvt. Ltd(subsidiaryof ISML) | Full | Subsidiary | ||||||
| CHPPL | Full | Subsidiary | ||||||
| SHPL | Full | Subsidiary | ||||||
| CMDCPL | Full | Subsidiary | ||||||
| Mirabel Entertainment Pvt. Ltd(associate through PHCPL) | Partial | Associate | ||||||
| Columbus Investment Advisory Pvt. Ltd (associate through MCRPL from 04/10/2017) |
Partial | Associate |
Annexure - Rating History for last 3 Years
| Current | Current | Current | 2021 (History) | 2021 (History) | 2020 | 2020 | 2019 | 2019 | 2019 | 2018 | 2018 | Start of 2018 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Instrument | Type | Outstanding Amount |
Rating | Date | Rating | Date | Rating | Date | Rating | Date | Rating | Rating | |
| Fund Based Facilities |
LT | 400.0 | CRISIL A+/Stable |
-- | 10-12-20 | CRISIL A+/Negative |
31-07-19 | CRISIL A+/Stable |
12-04-18 | CRISIL A+/Stable |
-- | ||
| -- | -- | 13-10-20 | CRISIL A+/Negative |
-- | -- | -- | |||||||
| -- | -- | 12-06-20 | CRISIL A+/Watch Negative |
-- | -- | -- | |||||||
| -- | -- | 26-03-20 | CRISIL A+/Watch Negative |
-- | -- | -- | |||||||
| All amounts are in Rs.Cr. Annexure - Details of Bank Lenders & Facilities |
|||||||||||||
| Facility | Amount (Rs.Crore) | Rating | |||||||||||
| Overdraft Facility* | 40 | CRISIL A+/Stable | |||||||||||
| Overdraft Facility* | 25 | CRISIL A+/Stable | |||||||||||
| Term Loan | 160 | CRISIL A+/Stable | |||||||||||
| Term Loan | 175 | CRISIL A+/Stable |
_ - Sublimit of term loan_ Criteria Details*
Links to related criteria CRISILs Approach to Financial Ratios CRISILs criteria for rating debt backed by lease rentals of commercial real estate properties CRISILs Criteria for Consolidation
| Media Relations | Analytical Contacts | Customer Service Helpdesk |
|---|---|---|
| Pankaj Rawat Media Relations |
Anuj Sethi Senior Director |
Timings: 10.00 am to 7.00 pm Toll free Number:1800 267 1301 |
https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/PhoenixMillsLimited_November 26, 2021_RR_281426.html
3/5
11/27/21, 11:03 AM
Rating Rationale
CRISIL Limited B: +91 22 3342 3000 [email protected]
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CRISIL Ratings Limited B:+91 22 3342 3000 [email protected]
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https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/PhoenixMillsLimited_November 26, 2021_RR_281426.html
4/5
11/27/21, 11:03 AM
Rating Rationale
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https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/PhoenixMillsLimited_November 26, 2021_RR_281426.html
5/5