Press Release

Devihalli Hassan Tollway Limited April 05, 2021

Ratings Amount Facilities/Instruments Ratings1 Rating Action (Rs. crore) CARE AA+ (CE); Stable 159.24 Non-Convertible Debentures @ [Double A Plus (Credit Reaffirmed (Reduced from 159.44) Enhancement); Outlook: Stable] 159.24 Total Long-Term Instruments (Rs. One hundred fifty-nine crore and twenty-four lakh Only) Details of instruments/facilities in Annexure-1

@ based on the credit enhancement in the form of cash pooling mechanism wherein the three SPVs [namely Western Andhra Tollways Limited (WATL), Krishnagari Thopur Toll Road Limited (KTTL) and Devihalli Hassan Tollway Limited (DHTL)] have given undertakings which irrevocably and unconditionally guarantee to the lenders that in case of shortfall in any of the three SPVs, the other two SPVs shall transfer surplus funds to meet the shortfall.

Unsupported Rating 2 CARE A+ [Single A Plus] (Revised from CARE A- [Single A Minus]) Note: Unsupported Rating does not factor in the explicit credit enhancement

Detailed Rationale & Key Rating Drivers of Devihalli Hassan Tollway Limited The rating assigned to the non-convertible debenture (NCD) issue of Devihalli Hasssan Tollway Limited (DHTL) continues to derive strength from the presence of cash pooling mechanism wherein the three SPVs (namely DHTL, KTTL and WATL) have given undertakings which irrevocably and unconditionally guarantee to the lenders that in case of shortfall in any of the three SPVs, the other two SPVs shall transfer the surplus funds to meet the shortfall. The company has exercised Call option on the rated NCDs in Q4FY21. It is to be noted that concession period for other two affiliates (WATL and KTTL) ends in FY27. Hence subsequently, the benefit of cash pooling mechanism will not be available to DHTL. CARE will monitor the redemption of rated NCD and review the rating in due course. The revision in the unsupported rating of DHTL factors in the stabilization of traffic volumes of the project stretch during FY20 (refers to the period April 1 to March 31) post upgradation of Shiradi Ghat section. The rating also factors in the strong promoter background of DHTL and their proven track record of operations and the favorable location of the project highway. The rating is, however, constrained by the revenue risk arising out of the toll-based revenues from the project.

Rating Sensitivities Positive Factors: Factors that could lead to positive rating action/upgrade  Ability to achieve higher-than-envisaged traffic growth and toll collections on a sustained basis. Negative Factors: Factors that could lead to negative rating action/downgrade  Sharp decline in the combined toll revenue of three projects on sustained basis.  Operation of an alternate route which results in decrease in traffic flow beyond the current levels.

Detailed description of the key rating drivers Key Rating Strengths

Strong promoter with proven track record of operations IndInfravit Trust (INDVIT) is an Infrastructure Investment trust promoted by L&T Infrastructure Development Projects Limited (LTIDPL, rated CARE AA; Stable) and the holding company of DHTL. LTIDPL, the sponsor of INDVIT, holds 15% stake in INDVIT and the rest is held by investors like Canada Pension Plan Investment Board (CPPIB), AGF Benelux S.A R.L. and Ontario Municipal

1Complete definition of the ratings assigned are available at www.careratings.com and other CARE publications 2As 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

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Employees Retirement System (OMERS). During FY20 (refers to the period April 01 to March 31), on consolidated basis, INDVIT has reported total operating income of Rs.986 crore and net loss of Rs. (480) crore. GCA during FY20 stood at Rs.429 crore. LTIDPL, a 51% subsidiary of L&T Ltd, is the holding company for the L&T group’s various infrastructure project investments. LTIDPL has promoted and executed several infrastructure projects under public-private partnership in the field of roads, bridges, seaports, airport, commercial and residential real estate development. The concession period for DHTL would expire in October 2040.

Favorable location of the project stretch; however alternate route exists The project corridor forms a part of NH-48 which stretches from Devihalli village in at 110.0 km and traverse towards west connecting Hirisave, Channarayapatna, Shantigrama and ends at in Karnataka at 189.50 km (approximately 77.228 km). The project highway connects the state capital of Bengaluru with the coastal city of by passing through Nelamangala, Kunigal, Channarayapatna, Hassan, Sakleshpura and Upinaangadi. The project highway helps in transporting the goods from the Mangalore port to the Bengaluru City and vice versa. The entire stretch from Mangalore to Bengaluru is around 352km. The other route for travel from Mangalore to Bengaluru is via Chickmagalur, Hriyur and Tumakuru. The length of the above route is 448 km which is not cost efficient for travelers. The project corridor is supported primarily by passenger traffic which connects the two major cities in Karnataka, supported by commercial traffic driven by major industrial houses like BEML, BEL and TVS Motors located in the state capital. As per the traffic study, toll plaza 1 can be skipped by 1 alternate route and toll plaza 2 can be skipped by 4 alternate routes. All the alternate routes are not in good condition and the distance of alternate routes are longer.

Improved debt coverage metrics INDVIT acquired DHTL from LTIDPL during May 2018 and post-acquisition the bank debt in DHTL was prepaid and replaced by debt from INDVIT. With reduction in external debt, debt coverage metrics improved significantly. Debt from INDVIT to DHTL is a subordinated debt and will be serviced only after the obligations to external parties such as Debt, O&M expenses, Major Maintenance, DSRA requirement and NHAI Payments are serviced. Also, the interest/principal payments for the debt from INDVIT is subject to availability of cash and any shortfall in the interest/principal payment shall be paid in the subsequent period with no additional interest or penalty. Excluding INDVIT debt, interest coverage ratio for the external debt stood at around 1.95 times in FY20.

Key Rating Weaknesses Stabilization of traffic volumes in the stretch; volumes largely aided by the passenger segment; Significant decline witnessed during Q1FY21 due to Covid-19 impact, however, recovery in traffic witnessed from Q2FY21 onwards The project has been operational from November 2013 and did not witness growth in traffic in initial stages due to road blockage on Shiradi Ghat (SG). SG section, connecting the commuters between Hassan and Mangalore, was opened to traffic in FY16 and traffic registered significant growth in FY16 and FY17. However, a part of stretch of the Shiradi Ghat section was taken up from upgradation in FY18 and FY19, again leading to restriction of traffic to one-way movement. With the completion of the upgradation work in late FY19, traffic rebounded sharply in FY20. For FY20, the traffic volumes witnessed healthy Y-o-Y growth of 16%. Going forward, traffic volumes are expected to remain stable. However, it is to be noted that the said Ghat section remains prone to damages during monsoon seasons and any such serious damages could limit the traffic volumes of DHTL. During FY20, the company registered toll collections of Rs.54 crore (FY19: Rs.40 crore). Passenger vehicles contribute to the majority of DHTL’s total revenue with CJVs (Cars, Jeeps & Vans) generating 43% of the revenues in FY20 (FY19: 49%) followed by bus segment at 19% in FY20 (FY19: 19%). Covid-19 Impact: Toll collections were suspended from March 26, 2020 to April 19, 2020 on account of the instructions from the Ministry of Road Transport & Highways owing to the restrictions due to Covid-19 pandemic. During 8MFY21, traffic had fallen by 20% and revenues by 21%, largely due to lockdown restrictions. While the drop in traffic and revenues was steep in Q1, with relaxation of the lockdown restrictions from June 2020 onwards, traffic levels have started improving gradually on a monthly basis with Average Daily Collections witnessing a y-o-y improvement from September 2020 onwards. As per the concession agreement, the company is expected to receive extension of concession period from NHAI on account of toll suspension during March-April 2020. During 9mFY21, toll collections declined 15% y-o-y to Rs. 34 crore from Rs. 40 crore in 9mFY20. The company had not availed any moratorium on its debt obligations.

Operations & Maintenance (O&M) Risk The O&M of the project stretch is carried out by DHTL itself and given the vast experience of the promotor in operating road projects, the O&M risk is relatively low. Scheduled major maintenance activity which has started in FY18 is being carried out in a phased manner. Phases 1 and 2 were completed till FY19 incurring a cost of Rs.15 crore while phase 3 is on-going activity and

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Press Release expected to be completed by Q1FY22 (delayed due to Covid-19 pandemic). During FY21 and FY22, the company is expected to incur around Rs.15 crore and Rs.5 crore, respectively, towards the same.

Liquidity: Strong The company’s liquidity position remains comfortable with gross cash accruals of Rs.5 crores in FY20 against scheduled external repayment obligations of Rs.0.20 crore in FY21. Cash balance amounted to Rs.7.56 crore as on December 31, 2020. It is to be noted that the company has a cash pooling mechanism with the SPVs, WATL and KTTL. The SPVs have given unconditional and irrevocable undertaking that in case of shortfall in DHTL, they would transfer the surplus funds to meet the shortfall.

Analytical approach: Combined Approach of Devihalli Hassan Tollway Limited, Krishnagiri Thopur Toll Road Limited and Western Andhra Tollways Limited due to Co-obligor structure. Furthermore, financial flexibility and availability of support from INDVIT have also been factored in the rating.

Cash Pooling Mechanism: The NCDs carry credit enhancement in the form of cash pooling mechanism wherein the undertaking providers (KTTL and WATL) irrevocably and unconditionally guarantee to the lenders that in case of shortfall, the SPVs shall transfer surplus funds to meet the shortfall (difference between the estimated escrow proceeds and the actual escrow proceeds). It is to be noted that as the project cash accruals are higher than scheduled repayments in the medium term, surplus funds can be deployed in permitted investments. The transaction structure is explained below: Days Action T-15 In case of occurrence of a shortfall and availability of surplus funds in the affiliate’s escrow accounts, the invocation event is triggered. T-13 Upon occurrence of an invocation event, the borrower shall request the affiliates to make payments from their surplus funds into the borrower’s escrow account within 2 days from the invocation event to meet the shortfall. T-Last business day of the month

Escrow arrangement DHTL has opened an Escrow Account wherein all fees collected by the company from the users of the Project Highway shall be exclusively deposited. The Concession Agreement (CA) also defines the priorities in accordance with which the above funds are to be applied, under different conditions. All statutory dues shall have a priority followed by O&M expenses, NHAI concession fee, debt servicing, DSRA, MMRA (Major Maintenance Reserve Account) and disputed tax and government dues in that order.

Applicable Criteria Criteria on assigning ‘outlook’ and ‘credit watch’ to Credit Ratings CARE’s Policy on Default Recognition Liquidity Analysis of Non-Financial Sector Entities Financial ratios (Non-Financial Sector) Criteria for Rating Credit Enhanced Debt Rating Methodology - Infrastructure Sector Ratings Rating Methodology - Toll Road Projects Rating Methodology: Factoring linkages in Ratings (Parent-Subsidiary linkages, Group linkages and Joint ventures)

About the Company Devihalli Hassan Tollway Limited (DHTL), an SPV incorporated by L&T Infrastructure Development Projects Limited (LTIDPL, rated CARE AA; Stable) entered into a Concession Agreement (CA) for 30 years on June 17, 2010 with National Highways Authority of (NHAI) for augmenting the existing road on the Devihalli-Hassan section NH-48 from 110.0 km to 189.5km (approximately 78.827KM) in the state of Karnataka by four-laning including a new 2-lane with paved shoulder bypass for Channarayanapatna town and widening of existing Hassan bypass to 2-lane with paved shoulder on design, build, finance, operate and transfer (“DBFOT”) basis under NHDP Phase IIIA. The Project Stretch is a section of NH-48 which connects Mangalore to , starting from Devihalli village at km 110 and terminating at km 189.5 in Hassan district with a total length of 77.228 km by passing through the major settlements of Hirisave, Channarayanapatna and Hassan. The project is operational since November 2013. WATL is currently held by IndInfravit Trust (INDVIT) post the sale of WATL by LTIDPL during May 2018.

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Brief Financials (Rs. crore) FY19 (A) FY20 (A) Total operating income 46 55 PBILDT 23 31 PAT (16) (8) Overall gearing (times) 7.66 9.88 Interest coverage (times) 0.69 0.93 A: Audited; Status of non-cooperation with previous CRA: Not applicable Any other information: Not applicable Rating History for last three years: Please refer Annexure-2 Annexure-1: Details of Instruments/Facilities

Size of the Rating assigned Name of the Date of Coupon Maturity ISIN Issue along with Instrument Issuance Rate Date (Rs. crore) Rating Outlook

Debentures-Non- January 19, CARE AA+ (CE); Convertible INE408M07019 9.75% March 31, 2035 159.24 2016 Stable Debentures Un Supported Rating - - - - 0.00 CARE A+

Annexure-2: Rating History of last three years Current Ratings Rating history Name of the Type Rating Date(s) & Date(s) & Date(s) & Date(s) & Sr. Amount Instrument/Bank Rating(s) Rating(s) Rating(s) Rating(s) No. Outstanding Facilities assigned in assigned in assigned in assigned in (Rs. crore) 2020-2021 2019-2020 2018-2019 2017-2018 1)CARE A+ 1)Withdrawn 1)CARE A+ Fund-based - LT-Term (SO); Stable 1. LT - - - (04-Apr-19) (SO); Stable Loan (03-May- (02-Apr-18) 17) 1)CARE AA+ (CE); CARE Stable 1)CARE A+ Debentures-Non- AA+ 1)CARE A+ (11-Feb-20) (SO); Stable 2. Convertible LT 159.24 (CE); - (SO); Stable 2)CARE AA+ (03-May- Debentures Stable (02-Apr-18) (SO); Stable 17)

(04-Apr-19) CARE A+ 1)CARE A- 3. Un Supported Rating LT 0.00 - - - (11-Feb-20)

Annexure-3: Complexity level of various instruments rated for this company Sr. Name of the Instrument Complexity Level No. 1. Debentures-Non-Convertible Debentures Simple 2. Un Supported Rating Simple

Annexure-4: Detailed explanation of covenants of the rated instrument / facilities Name of the Instrument Detailed explanation A. Financial covenants i) Maintenance of Combined Combined DSCR calculated from the total cash available for debt servicing of DSCR not less than 1.15. issuer DHTL and its affiliates (KTTL and WATL) and total debt service requirements of DHTL and its affiliates. Ratio to be measured once in a year based on the audited financial figures.

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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 [email protected] for any clarifications.

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