Change is constant for the Lodha Group founded by the sitting BJP MLA of Maharashtra representing the elite constituency of Malabar Hill in Mumbai.
Notwithstanding the lack-luster performance of three listed subsidiaries, Lodhas are now floating the holding company public with a mega fresh issue of Rs 2500 cr that too at a time when the company has suffered a major setback in the face of COVID-19.
MACROTECH DEVELOPERS OFFER AT A GLANCE |
|
Offer Type |
Book Built |
Platform |
Main Frame |
Fresh Issue |
Rs 2500 Cr |
Offer for Sale |
NIL |
Face Value |
Rs 10 |
Price Band |
Rs 483-486 |
Mkt/Bid Lot |
30 Nos |
Implied M-Cap |
Rs 21,740 Cr |
Implied Eq-Cap |
Rs 447.32 Cr |
Implied Free Float |
11.5% |
Lead Manager |
|
Registrar |
Link Intime |
Listing At |
BSE, NSE |
INDICATIVE ISSUE SCHEDULE |
|
Opening : 07-Apr-2021 |
Closing : 09-Apr-2021 |
Allotment : 16-Apr-2021 |
Refunding : 19-Apr-2021 |
Demat Credit : 20-Apr-2021 |
Trading : 22-Apr-2021 |
Lineage
How inept is our capital market regulator in disseminating the facts of the issuers can be gauged from the disclosure made by the Mumbai-based Lodha Group in their latest offer document. After filing the Draft Red Herring Prospectus (DRHP) in April 2018 not only has the company changed its name from Lodha Developers Ltd to Macrotech Developers Ltd (MDL), but it has also dropped the “founder and chief mentor” from the promoters’ list! Changing the company’s name may not be a serious matter for the investing public. But, the company certainly owes an explanation for changing the main promoter’s name. If the market regulators can’t enforce this, whose interest are they serving?
The Red Herring Prospectus (RHP) filed by MDL on March 31, 2021, presents Abhishek Mangal Prabhat Lodha, Rajendra Narpatmal Lodha, Sambhavnath Infrabuild and Sambhavnath Trust as promoters of the 1995-registered company. However, the DRHP filed by the company three years ago claimed that Mangal Prabhat Lodha, Abhishek Mangal Prabhat Lodha, Sambhavnath Infrabuild and Farms Private Ltd and Mangal Prabhat Lodha Family Discretionary Trust were the promoters.
According to the 2018 DRHP, Mangal Prabhat Lodha, a law graduate from the University of Jodhpur, was the company’s founder and chief mentor and he started the business in 1980 after moving to Mumbai. The DRHP also claimed that Mangal Lodha had single handedly inspired the company to its current position as India’s largest real estate developer by residential sales and he provided strategic guidance to the company’s business activities. In addition to his business achievements, he has been Member of the Legislative Assembly from Malabar Hill in Mumbai since 1995 and he was also member of the national executive of the Bharatiya Janata Party.
Nevertheless, the latest offer document claims that the Lodha group has been involved in the real estate business since 1986 and “Abhishek Mangal Prabhat Lodha is an original promoter”. Why the politician-businessman, who is the founder of the Lodha Group, is completely sidelined? The offer document does not reveal the reason. Winning six consecutive terms from the same constituency surely would certify Mangal Lodha is a very successful politician overwhelmingly enjoying the confidence of his electorate. But, as a businessman, will he live up to the expectation of the investing public? The financial track record of the Lodha Group’s three listed companies does not exude much optimism. Despite the Lodha group’s high stake (74%), National Standard, Sanatnagar Enterprises and Roselabs Finance have failed to put up credible financial performance, leave alone rewarding the public shareholders.
In real estate business, Lodha Group may be an undisputed leader. But, it scores very poorly in corporate governance. Many a decision of the group seems to have been taken without application of mind. For instance, MDL was promoted in 1995 as a private limited company and was converted to public in 2009. Four years later it was converted back to a private limited company. What’s more, in 2018, it was once again converted to public. Also, initially MDL’s share had a face value of Rs 100 which was subdivided into Rs 5 in 2009. In 2017, this was consolidated into Rs 10.
On December 1, 2003, the registered office of the company was changed from 216 Shah & Nahar Industrial Estate, Dr. E. Moses Road, Worli, Mumbai 400 018 to 412, Vardhaman Chambers, Cawasji Patel Street, Fort, Mumbai 400 001. Very next day, the registered office was shifted back to Shah & Nahar Industrial Estate. In February 2015, once again the registered office was shifted to Vardhaman Chambers! All these changes were effected for “administrative convenience”!! Ironically, the largest real estate company does not own its registered office!!!
Despite being an MLA, Mangal Lodha was appointed as an Additional Director of the company on April 13, 2015. Within four months, he resigned from the board due to “pre-occupation” only to stage a comeback in March 2016. He was elevated to the position of whole-time director/executive chairman in June 2016 which he relinquished three months later, in September 2016, once again due to “pre-occupation”.
As regards the group’s credibility in the stock market, the shares of MDL’s subsidiaries, namely Sanathnagar Enterprises and National Standard were suspended from trading on the recognized stock exchanges in India due to certain non-compliances with the listing requirements, and the securities of Roselabs Finance have been placed under Graded Surveillance Measures Stage-3 by BSE.
Business Model
MDL’s core business is residential real estate developments with a focus on affordable and mid-income housing. Currently, the company has residential projects in the Mumbai Metropolitan Region (MMR) and Pune. In 2019, MDL also forayed into the development of logistics and industrial parks and entered into a joint venture with ESR Mumbai 3 Pte. Ltd, a subsidiary of ESR Cayman Ltd, an Asia Pacific focused logistics real estate platform. The company also develops commercial real estate, including as part of mixed-use developments in and around their core residential projects.
Financial Track
MDL reached its peak in fiscal 2018 with consolidated revenue of Rs 13,527 cr and net profit of Rs 1,789 cr which looked reasonably attractive against its large equity base of Rs 396 cr. In fiscal 2019, with a marginal dip in revenue the company was still able to post a bottom line of Rs 1,644 cr. Nevertheless, fiscal 2020 witness a steep fall in profits despite a steady top line. In fiscal 2021, not only the company’s revenue plunged to a new low in more than five years but, it also ended up in red at the end of first nine months. While EBIDTA is sloping downward, interest burden has ballooned to Rs 811 cr for nine months ending December 2020 from Rs 382 in fiscal 2018.
At the end of December 2020, MDL had Rs 18662.19 cr of borrowings on a consolidated basis. The company’s Rs 10819.12 cr borrowings bear interest at floating or variable rates linked to the prime lending rates of the lenders. Upward fluctuations in interest rates could therefore increase the cost of both existing (for floating or variable interest rate borrowings) and new debt, which may have severe impact on the company’s financials.
Macrotech Developers Consolidated Financials (Amt in Cr) |
||||
Period Ended |
Dec-20 |
Mar-20 |
Mar-19 |
Mar-18 |
Months |
9 |
12 |
12 |
12 |
Revenue |
2915 |
12443 |
11907 |
13527 |
Operating Profit |
101 |
1926 |
3167 |
3290 |
OPM% |
3.5 |
15.5 |
26.6 |
24.3 |
Other Income |
245 |
118 |
72 |
199 |
EBIDTA |
346 |
2044 |
3239 |
3489 |
EBIDTA % |
10.9 |
16.3 |
27 |
25.4 |
Interest |
811 |
732 |
556 |
382 |
Depreciation |
56 |
306 |
194 |
398 |
Net Profit/Loss |
-264 |
745 |
1644 |
1789 |
Equity (Implied) |
447 |
396 |
396 |
396 |
Reserves (Implied) |
6340 |
4156 |
3445 |
213 |
Borrowing |
18634 |
18414 |
23362 |
22600 |
CURRENT PERFORMANCE
Currently, MDL seems to be heading for one of the worst performances in recent years. The company’s revenue in first nine months of fiscal 2021 slumped more than 68% over the corresponding period of previous year. Whereas operating profit nosedived 94% and EBIDTA fell 80%, finance cost (interest) surged 40% which pulled down the bottom line more than 152%. The company has attributed its worst performance in recent years to COVID-19.
FISCAL 2021 TREND (AMT IN CR) |
||
Period Ended |
Dec-20 |
Dec-19 |
Months |
9 |
9 |
Revenue |
2915 |
9273 |
Operating Profit |
101 |
1648 |
OPM% |
3.5 |
17.8 |
Other Income |
245 |
84 |
EBIDTA |
346 |
1732 |
EBIDTA % |
10.9 |
18.5 |
Interest |
811 |
579 |
Depreciation |
56 |
202 |
Net Profit |
-264 |
503 |
Equity (Implied) |
447 |
396 |
Reserves (Implied) |
6340 |
4015 |
Borrowing |
18634 |
22586 |
Valuation
MDL has kept a price band of Rs 483-486 for its Rs 10 paid-up share. As the IPO is entirely of fresh issue, the issue premium of Rs 2448 cr will go to the company which should partly reduce the debt burden. The company’s historical earnings may perhaps justify the offer price though its current working advises caution. Moreover, if the track record the three listed subsidiaries of MDL is any indication, Lodha Group cannot be considered investor-friendly which may work against the stock, post listing.
How Macrotech compares with other Realty majors |
|||||
Financials |
|||||
(Amount in Cr) |
Macrotech |
DLF |
Godrej Prop |
Oberoi Real |
|
Market Cap |
21740 |
72205 |
35079 |
21056 |
|
Revenue |
12443 |
6083 |
2441 |
2238 |
|
Other Income |
118 |
805 |
473 |
48 |
|
EBIDTA |
2044 |
3170 |
733 |
1102 |
|
Interest |
732 |
1427 |
222 |
88 |
|
Net Profit |
745 |
1326 |
271 |
689 |
|
Equity Cap |
447 |
495 |
126 |
364 |
|
Reserves |
6340 |
33952 |
4578 |
8266 |
|
Stock Features |
|||||
Current Price (Rs) |
486 |
292 |
1392 |
579 |
|
Face Value (Rs) |
10 |
2 |
5 |
10 |
|
Book Value |
152 |
139 |
187 |
237 |
|
Promoter Stake % |
88.5 |
75.0 |
64.4 |
67.7 |
|
Debt/Equity |
2.71 |
0.18 |
0.68 |
0.13 |
|
Profitability |
|||||
OPM % |
15.5 |
38.9 |
10.7 |
47.1 |
|
Net Margin % |
5.9 |
19.3 |
9.3 |
30.2 |
|
Cash EPS |
23.22 |
6.19 |
11.41 |
20.19 |
|
Earnings Per Share |
16.37 |
5.38 |
10.6 |
18.96 |
|
Return Ratio |
|||||
RONW % |
16.4 |
3.9 |
5.6 |
8.0 |
|
ROCE % |
7.6 |
7.3 |
8.9 |
10.8 |
|
Discounting Ratio |
|||||
Price/Earnings |
29.7 |
54.2 |
131.3 |
30.6 |
|
Price/Cash EPS |
20.9 |
47.1 |
121.9 |
28.7 |
|
Price/Book Value |
3.2 |
2.1 |
7.5 |
2.4 |
|
Price/EBIDTA |
10.6 |
22.8 |
47.8 |
19.1 |
Concern
• The COVID-19 pandemic has affected and may continue to affect the company’s business, results of operations and financial condition in many ways if the pandemic persists. MDL’s real estate development activities are primarily focused in and around the MMR, which currently faces the severe impact of the pandemic.
• SEBI had directed one of MDL’s subsidiaries, Roselabs Finance, to pay a penalty of Rs 2.53 cr owing to alleged violation of provisions of the Securities and Exchange of Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market). Roselabs filed an appeal before the SAT and the SAT directed the company to deposit 50% of the penalty amount.
• As per the terms of certain borrowings, entire equity share capital of the subsidiaries, Bellissimo Construction and Developers Private Ltd, Homescapes Constructions Private Ltd, Primebuild Developers and Farms Private Ltd, Lincoln Square Apartments Ltd, 1GS Investments Ltd, Lodha Developers 1 GSQ Ltd and 1 GS Residences Ltd and 95% of the ordinary shares of Lodha Developers 1GSQ Holdings Ltd, are pledged with lenders. In the event, such pledge is invoked due to a breach of the terms of such borrowings, MDL will no longer be the owner of such equity investments and will not get the benefit of any such gains generated by such companies.
• As of December 31, 2020, MDL had unsold inventory in residential projects of approximately 14.8 million square feet and approximately 5.5 million square feet of ready-to-move unsold inventory of residential projects in India. If the company is unable to sell the inventory at acceptable prices and in a timely manner, its business, results of operations and financial condition could be adversely affected.