Detailed Rationale
CRISIL Ratings has reaffirmed its ratings on the long-term bank facilities and non-convertible debentures amounting Rs 941.8 crore (including Rs 150 crore NCDs) of Allcargo Logistics Ltd (Allcargo; a part of the Allcargo group) at ‘CRISIL AA/Stable’ and also reaffirmed the short-term ratings at ‘CRISIL A1+’.
Also, CRISIL Ratings has reaffirmed its outstanding rating on the long-term bank facilities amounting Rs 300 crore at ‘CRISIL AA-’ while continuing with ‘Ratings Watch with Developing Implications’. These facilities will move to the new entity, Transindia Realty & Logistics Parks Ltd (TRL), post demerger.
CRISIL Ratings notes the approval dated February 01, 2023 received from NCLT for the scheme of de-merger and is in discussion with the management to understand the business, financial risk profile, bifurcation of debt, cash and other assets and liabilities moving to TRL, Allcargo and ATL, and will thereafter resolve the watch. On February 02, 2023, the company announced conclusion of the Blackstone deal followed by signing of Share Purchase agreement (SPA) with Blackstone for sale of Hyderabad, Bangaluru and Goa logistics parks and receipts of Rs 288 crore (excluding Rs 112 crore of optionally convertible debentures treated equity-like by CRISIL Ratings) to be used for debt reduction.
Allcargo continued to report strong operating performance with operating income in the first nine months of fiscal 2023 growing by 8% on-year to Rs 15,400 crore and EBITDA of Rs 1,141 crore at 7.4% margin driven mainly by the MTO business, Nordicon and Speedy acquisitions which was well supported by other businesses. On April 29, 2023, TRL approved the sale of crane division on a slump sale basis for a total consideration of Rs 121 Crores. Also, earlier, on November 09, 2022, the company had announced acquisition of 30% stake in the express logistics JV, Gati Kintetsu Express Pvt Ltd (Gati KWE) for Rs 406.5 crore for which the share purchase agreement too has been signed in March-2023. Further on November 24, 2022 the company announced acquisition of 75% stake in Fair Trade GmbH Schiffahrt, Handel und Logistik (FairTrade, a German LCL/FCL consolidator) for EUR 12 million (~Rs 100 crore). This will be funded using cash surplus at its global subsidiary. Allcargo’s financial risk profile with consolidated debt of Rs 1,308 crore and cash and equivalents of Rs 905 crore on September 30, 2022 is expected to remain healthy despite these transactions. Company’s consolidated net debt as of December 31, 2022 reduced to Rs 130 crore.
Earlier in December-2021, the company's board of directors had approved a scheme of de-merger, wherein the Allcargo (post demerger) will house the flagship and globally leading LCL consolidator business (under multi-modal transport operations (MTO) segment), express logistics (under subsidiary Gati Limited), and contract logistics (under 61% JV, ACCI), whereas the container freight stations (CFS)/inland container depot (ICD) business will be de-merged into a new company Allcargo Terminals Limited (ATL) while the asset-heavy businesses viz. equipment rental, logistics parks and other real estate assets will move into TRL. Under the scheme, all the three companies will have mirror shareholding. Each shareholder of Allcargo would be issued shares of the two new companies viz ATL and TRL in 1:1 ratio, in consideration for the demerger.
The ratings continue to reflect the strong business and financial risk profile of Allcargo, post de-merger, wherein bank facilities amounting Rs 1,025 crore (Including Rs 83.2 crore of short-term facilities) will remain. Allcargo will house the flagship and globally leading LCL consolidation business in the international supply chain market (under MTO segment), which is well supported by the forward and backward integration benefits from the express logistics business (under the subsidiary Gati Limited), and contract logistics (under 61% JV, ACCI), (aggregate revenue of Rs 19,760 crore or 95% share of Allcargo group's consolidated revenue for fiscal 2022, ~83% of EBITDA, 63% share of debt and 90% of cash).
Healthy revenue growth and improved operating profitability resulted in healthy cash accruals and improved credit metrics in fiscal 2022, which is expected to continue over the medium term. With moderate capital spending, debt metrics are expected to witness improvement over the medium term, thereby strengthening the financial risk profile further.
On the other hand, the credit risk profile of TRL would be marked by healthy rental revenue streams and cash flows. TRL’s debt profile is evolving as the company may resort to debt reduction using existing liquid surplus (of Rs 905 crore as of September-2022), funds expected to be received from Blackstone (~Rs 300 crore), and healthy cash accruals till the completion of de-merger. CRISIL Ratings will resolve the watch and take a final rating action following detailed discussion with management and clarity on business and financial risk profile of TRL post demerger.
The group (including ACCI) achieved operating income of Rs 20,699 crore in fiscal 2022, along with EBITDA more than doubling than last year to Rs 1,454 crore resulting in operating margins of 7.0%. The growth was led by strong performance in the MTO segment with revenue more than doubling to Rs 17,643 crore in fiscal 2022, supported by continued strong volume growth along with higher realisation on the back of high freight costs. The MTO segment performance is expected to benefit from the acquisition of 65% stake in Nordicon group in July-2021 at an enterprise value of EUR 32 million.
In the CFS/ICD segment, the group achieved revenue of Rs 578 crore in fiscal 2022 supported mainly by volume growth. The group also announced acquisition of Speedy Multimodes for Rs 102 crore in November 2021, which has become accretive from second half of this fiscal. Gati’s performance improved with healthy volumes while improvement in utilization supported project and engineering (P&E) segment. ACCI JV continued to do well in the contract logistics business.
With debt-funded acquisition and higher working capital funding requirement, the group’s debt (excluding leases) increased marginally to Rs 1,744 crore as of March 31, 2022 as compared to Rs 1,652 crore as of March 2021. The construction of 4 million square feet warehouses as part of Blackstone deal has been completed and pre-leased to marque clients along with Lease Rental Discounting debt on the books. The deal has been completed in November-2022 with inflows of Rs 288 crore (excluding OCDs) being used for debt reduction.
The group has streamlined Gati’s operations along with divestment of non-core assets and subsequent deleveraging. Consequently, Gati’s debt has decline to Rs 159 crore as of March 31, 2022 as compared to Rs 397 crore as of March 31, 2020. Gati is expected to facilitate end-to-end transportation services for the group’s clientele and provide business synergies over the medium term with improving profitability which would remain the key monitorable.
According to the management, the objective of this demerger is to accelerate growth across businesses by creating independent business undertakings, improve access to capital, streamline operations, reduce costs and thereby unlock value in each of these business segments.
The demerger process is nearing completion with approvals received from lenders, National Company Law Tribunal (NCLT), Income Tax Authority, and equity shareholders; and the company is in final stages of filing separate financial statements which is also in the final stages of completion.
The ratings continue to reflect the Allcargo group’s diversified operations and established position in the global non-vessel owing common carrier (NVOCC), domestic CFS and courier service businesses. The ratings are also supported by an adequate financial risk profile because of steady annual cash-generating ability, though debt metrics are moderate. These strengths are partially offset by susceptibility to risks inherent in the logistics industry arising from volatility in export-import (EXIM) trade volumes, and delays in execution of projects impacting the performance of the P&E business.