Rating Rationale
April 29, 2024 | Mumbai
TCNS Clothing Co. Limited
Long-term rating placed on 'Watch Developing'; Short-term rating reaffirmed
 
Rating Action
Total Bank Loan Facilities RatedRs.200 Crore
Long Term RatingCRISIL AA-/Watch Developing (Placed on 'Rating Watch with Developing Implications')
Short Term RatingCRISIL A1+ (Reaffirmed)
Note: None of the Directors on CRISIL Ratings Limited’s Board are members of rating committee and thus do not participate in discussion or assignment of any ratings. The Board of Directors also does not discuss any ratings at its meetings.
1 crore = 10 million
Refer to Annexure for Details of Instruments & Bank Facilities

Detailed Rationale

CRISIL Ratings has placed its ‘CRISIL AA-’ rating on the long-term bank facilities of TCNS Clothing Co. Limited (‘TCNS’) on Rating Watch with Developing Implications', and reaffirmed its short-term rating at ‘CRISIL A1+’. The rating watch takes into account the impending merger of TCNS with its parent, Aditya Birla Fashion and Retail Limited (ABFRL, ‘CRISIL AA+/Rating Watch with Negative Implications/CRISIL A1+’), which is expected to be completed over the next 3-4 months, subject to regulatory and statutory approvals.

 

This rating on the long-term ratings of the debt facilities of ABFRL have been placed on watch with negative implications, following an announcement it made on April 19, 2024, that its Board of Directors have approved a scheme of arrangement between ABFRL and Aditya Birla Lifestyle Brands Limited (‘ABLBL’) and their respective shareholders and creditors. The scheme, inter alia, provides for demerger, transfer and vesting of the Madura Fashion and Lifestyle Business (‘MF&L’) from ABFRL to ABLBL. The rating of TCNS factors in the operational, managerial and ongoing financial support from the parent ABFRL, and its rating has linkages with that of ABFRL.

 

CRISIL Ratings will continue to engage with the management of TCNS and ABFRL and monitor developments in this regard, and will resolve the watch after consummation of the transaction and obtaining clarity on its impact on the credit profile of TCNS.

 

In March 2024, the outlook of TCNS was revised to ‘Stable’ from ‘Positive’ after factoring in the lower-than-expected operating profitability in the third quarter of fiscal 2024, when the company had reported negative Ebitda (earnings before interest, taxes, depreciation, and amortisation; including other income) of ~3% (post-Ind AS) against expected profits on account of festive demand. This was due to muted demand and alignment of dormancy norms with the parent, ABFRL. Reported Ebitda margin (including other income) was negative by ~18% in the nine month period till December 2023; margin is expected to be under pressure for 2-3 quarters more. It is likely to improve from the second half of fiscal 2025 after complete re-alignment with the policies of ABFRL. The operations of TCNS shall continue to benefit from parent support. Operational losses led to continued weak debt protection metrics; hence, sustained improvement in margin amid steady operating income would remain monitorable.

 

The ratings reflect the strategic importance of TCNS to ABFRL as product offering gets strengthened with entry into premium ethnic wear; strong operational and management support from the parent; and established market position of TCNS. These strengths are partially offset by working capital-intensive operations and low operating profitability.

Analytical Approach

CRISIL Ratings continues to apply its parent notch-up criteria to arrive at the ratings of TCNS. This is because the company became a subsidiary of ABFRL in September 2023 and is likely to be merged with it in the near term.

Key Rating Drivers & Detailed Description

Strengths:

  • Strategic importance to ABFRL and strong operational and management support:  TCNS became a part of the ABFRL group in September 2023. It is of strategic interest to the parent as, with this acquisition, the group would increase presence in the ethnic wear segment and establish credible presence in the premium ethnic womenswear category. Furthermore, TCNS will likely merge with ABFRL in the near term. The synergistic benefits that would accrue to TCNS shall include strengthening of organisational capabilities, coverage of complementary markets and consumer segments, channel efficiencies, revenue synergies through sharing of consumer understanding and market insights, among others. This would also enable a comprehensive management of business with focus on quality, distribution and brand building; thereby further strengthening market position.

 

  • Estabilished market position: Business risk profile is supported by the strong brand equity, large retail footprint, and in-house design team of TCNS. Garments are retailed under the W, Aurelia, Elleven and Wishful brands, which cater to different segments through specific pricing strategies. The brand W accounted for more than 50% of the total operating income, followed by Aurelia at 30-40% and Wishful at below 10% over the past four fiscals; since Elleven is the latest brand, sales under it are miniscule. The company has continuously increased physical presence by opening new stores and widening market presence to tier 2 and 3 cities. TCNS has over 4,200 points of sales with strong owned omnichannel network and deep partnerships across all key offline and online retailers, which can be seen in consistent improvement in operating income in the three fiscals through 2023, with year-to-date operating income of ~Rs 750 crore till December 2023.

 

Weaknesses:

  • Working capital-intensive operations: Realisations generally take 60-90 days to come and inventory is 130-150 days to meet client requirements. Hence, gross current assets have been 230-250 days in the three fiscals through 2023. Working capital requirement is met through bank limit and credit from the suppliers. Efficient management of working capital cycle amid sustained improvement in operating income would remain monitorable.

 

  • Low operating profitability: Operating margin has been volatile since fiscal 2020 due to pandemic-related disruptions and non-rationalisation of stores to breakeven capacities. The company incurred Ebitda loss (including other income) of ~Rs 139 crore till December 2023 on account of alignment of dormancy norms as per the parent’s policy. Reported Ebitda margin (including other income) was negative by ~18% till December 2023 (declined from 11.6% during fiscal 2023), and is expected to remain under pressure for the next 2-3 quarters. After adjusting for lease payments, profitability remained muted at 0.8% in fiscal 2023 (way below pre-pandemic levels of more than 15%). With synergy benefits expected to flow in from ABFRL from the second half of fiscal 2025, margin is expected to improve, though remain lower levels seen till fiscal 2023. Sustained improvement in margin amid steady operating income would remain monitorable.

Liquidity: Strong

TCNS has strong liquidity, emanating from its parent, ABFRL. Its own liquidity position is average; there are no term debt obligations to repay and the cash and equivalent are expected to be Rs 18-20 crore over the medium term. Fund-based limit of Rs 167 crore was utilised ~55% on average during the 12 months through September 2023. Cash and equivalent, unutilised bank limit, and parent support will be sufficient to meet incremental working capital requirement.

Rating Sensitivity factors

Upward factors:

  • Merger of TCNS into ABFRL.
  • Sustained improvement in operating income and sustenance of operating margins, in range of 10-12% (Pre IND-AS; after adjusting for lease payments), leading to higher than expected cash accruals while maintaining healthy capital structure.

 

Downward factors:

  • Sharp deterioration in credit profile of ABFRL.
  • Decline in operating income or operating margins remaining below 5% (Pre IND-AS; after adjusting for lease payments) for prolonged period impacting the financial risk profile of the company.

About the Company

TCNS was set up in December 1997 by Mr OS Pasricha and Mr AS Pasricha and is listed on the Bombay Stock Exchange and the National Stock Exchange. It manufactures and retails ethnic and fusion womenswear through exclusive stores, multi-brand outlets, and chains such as Lifestyle, Reliance Trends, Pantaloons, and Shoppers Stop. TCNS has 571 exclusive brand outlets in around 100 cities at March 31, 2024.

 

About the parent

ABFRL is the apparel retail venture of the Aditya Birla group, which merged the Madura division (formerly, a division of Aditya Birla Nuvo Limited) with the erstwhile Pantaloons Fashion Retail Limited (‘PFRL’) on January 9, 2016, with appointed date of April 1, 2015; PFRL was renamed ABFRL subsequent to the merger. The Madura division holds leading brands while the departmental stores are under Pantaloons. ABFRL acquired Forever 21 in India in 2016 to ramp up its fast fashion segment. As of March 2023, the company operated on a retail area of 10.8 million square feet with 3,546 brand outlets and 431 Pantaloons stores.

Key Financial Indicators

Particulars

Unit

9M FY24

2023

2022

Revenue

Rs.Crore

748

1202

896

Profit After Tax (PAT)

Rs.Crore

-225

-18

-6

PAT Margin

%

-29.7

-1.4

-0.6

Adjusted debt/adjusted networth

Times

0.2#

0.06

NA

Interest coverage

Times

-*

1.4

16.3

#as on September 30, 2023

*Break-up not available in the absence of complete schedules

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 and are included (where applicable) in the 'Annexure - Details of Instrument' in this Rating Rationale.

CRISIL Ratings will disclose complexity level for all securities - including those that are yet to be placed - based on available information. The complexity level for instruments may be updated, where required, in the rating rationale published subsequent to the issuance of the instrument when details on such features are available.

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Annexure - Details of Instrument(s)

ISIN Name of instrument Date of allotment Coupon rate Maturity date Issue size (Rs.Crore) Complexity levels Rating assigned with outlook
NA Cash Credit NA NA NA 20 NA CRISIL AA-/Watch Developing
NA Cash Credit NA NA NA 30 NA CRISIL AA-/Watch Developing
NA Cash Credit NA NA NA 8 NA CRISIL AA-/Watch Developing
NA Cash Credit NA NA NA 36 NA CRISIL AA-/Watch Developing
NA Cash Credit NA NA NA 42 NA CRISIL AA-/Watch Developing
NA Cash credit NA NA NA 30 NA CRISIL AA-/Watch Developing
NA Non-Fund Based Limit NA NA NA 15 NA CRISIL A1+
NA Proposed Fund-Based Bank Limits NA NA NA 3 NA CRISIL AA-/Watch Developing
NA Working Capital Facility NA NA NA 16 NA CRISIL AA-/Watch Developing

This Annexure has been updated on 06-Mar-2024 in line with the lender-wise facility details as on 31-Dec-2023 received from the rated entity

Annexure - Rating History for last 3 Years
  Current 2024 (History) 2023  2022  2021  Start of 2021
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Fund Based Facilities LT 185.0 CRISIL AA-/Watch Developing 06-03-24 CRISIL AA-/Stable 10-11-23 CRISIL AA-/Positive   -- 30-10-21 CRISIL A+/Negative / CRISIL A1+ CRISIL A+/Negative / CRISIL A1+
      -- 05-01-24 CRISIL AA-/Positive 14-08-23 CRISIL A+/Watch Positive   --   -- --
      --   -- 16-05-23 CRISIL A1+/Watch Positive / CRISIL A+/Watch Positive   --   -- --
      --   -- 11-01-23 CRISIL A1+ / CRISIL A+/Stable   --   -- --
Non-Fund Based Facilities ST 15.0 CRISIL A1+ 06-03-24 CRISIL A1+ 10-11-23 CRISIL A1+   --   -- --
      -- 05-01-24 CRISIL A1+ 14-08-23 CRISIL A1+   --   -- --
All amounts are in Rs.Cr.
Annexure - Details of Bank Lenders & Facilities
Facility Amount (Rs.Crore) Name of Lender Rating
Cash Credit 8 YES Bank Limited CRISIL AA-/Watch Developing
Cash Credit 30 YES Bank Limited CRISIL AA-/Watch Developing
Cash Credit 20 HDFC Bank Limited CRISIL AA-/Watch Developing
Cash Credit 42 YES Bank Limited CRISIL AA-/Watch Developing
Cash Credit 30 ICICI Bank Limited CRISIL AA-/Watch Developing
Cash Credit 36 HDFC Bank Limited CRISIL AA-/Watch Developing
Non-Fund Based Limit 15 Citibank N. A. CRISIL A1+
Proposed Fund-Based Bank Limits 3 Not Applicable CRISIL AA-/Watch Developing
Working Capital Facility 16 Citibank N. A. CRISIL AA-/Watch Developing

This Annexure has been updated on 06-Mar-2024 in line with the lender-wise facility details as on 31-Dec-2023 received from the rated entity

Criteria Details
Links to related criteria
CRISILs Approach to Financial Ratios
Rating criteria for manufaturing and service sector companies
CRISILs Bank Loan Ratings - process, scale and default recognition
Rating Criteria for Retailing Industry
CRISILs Criteria for rating short term debt
Criteria for Notching up Stand Alone Ratings of Companies based on Parent Support

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