Product Quantum (Rs. Cr) (SEBI) Quantum (Rs. Cr) (Other FSR) Long Term Rating Short Term Rating Regulated By
Non Convertible Debentures (NCD) 570.00 0.00 ACUITE BB- | Reaffirmed | Rating Watch with Developing Implications - SEBI
Total Outstanding 570.00 0.00 - - -
Total Withdrawn 0.00 0.00 - - -
Note:- For activities or ratings of instruments falling under the purview of Financial Sector Regulators other than SEBI, the grievance / dispute redressal mechanisms and investor protection mechanisms provided by SEBI shall not be available.
 
Rating Rationale

­Acuite has reaffirmed its long-term rating of 'ACUITE BB-' (read as ACUITE double B Minus) on Rs.570.00 Cr. Non-convertible debentures (NCD's) of Valencia and Mishal Ventures Private Limited (VMVPL). The ratings are now placed on watch with developing implications.

Rationale for rating:
The rating placement on watch with developing Implications reflects the ongoing uncertainty arising from the breach of financial covenants by Valencia and Mishal Ventures Private Limited (VMVPL) with respect to its Rs.570.00Cr NCDs. The rating action also factors in the pending outcome of the meeting to be held on June 29, 2026, between the debenture trustee and debenture holders to address the covenant breach. Acuite will closely monitor the developments emerging from this engagement and take appropriate rating action based on the resolution and any corrective measures undertaken by the company.

The rating reaffirmation considers, the experience of the management in real estate sector, the locational advantage of the project ‘One Marina’and moderate sales traction. However, the rating is constrained by the issuers recent track record in debt repayment, project execution risk as ~ 25 percent of the work is completed, funding risk with high dependency on customer advances for completion of project, moderate offtake risk, stretched liquidity position and susceptibility to real estate cyclicality and regulatory risks.


About the Company

­Valencia and Mishal Ventures Private Limited (VMVPL) was incorporated on December 12, 2015, in Mumbai, Maharashtra. It is involved in the real estate development and construction. The company has 50 percent shareholding of Ashwin Sheth group, a renowned real estate player in Mumbai and remaining 50 percent is held by Y. M. Infra groups. The company has a project in South Mumbai called "One Marina". There board of directors includes Mr. Suhail Mohamed Yakub, Mr. Mohammed Ibrahim Momin, Mr. Aatif Mohamed Yakub, Mr. Ashwin Natwarlal Sheth, Mr. Prabhakar Azad & Mr. Sharad Nathuram Doshi.

 
Unsupported Rating
­Not applicable
 
Analytical Approach

­Acuite has considered standalone business and financial risk profile of VMVPL while arriving at the rating.

 
Key Rating Drivers

Strengths

­Established track record and extensive industry experience of the management:
Ashwin Sheth group was established in 1986 and has executed large-scale and high-rise residential and commercial projects across Mumbai and in Dubai. The group has completed more than 80 projects, encompassing over 35 milion sq.ft of area. The group’s key projects include Vivana Mal (Thane, Mumbai), Sheth Beau Monde (Prabhadevi, Mumbai), Vasant Lawns (Thane, Mumbai) and Iris Bay (Dubai). Y.M Infra group, based in Mumbai has been actively involved in real estate development, particularly in high-value projects. Acuite believes that the promoter’s longstanding presence, sizable scale of operations and portfolio of successfully executed projects and brand visibility in Mumbai real estate market will benefit business risk profile of VMVPL.

Locational advantage of the project:
The project ‘One Marina’ with a total saleable area of 3,81,367 sq.ft is in Marine lines, South Mumbai which offers significant connectivity to key commercial hubs such as Nariman Point and BKC with proximity to public transportation stations. The project benefits from established civic infrastructure, hospitals and cultural landmarks along with sea-facing tag that enhances the pricing ability. Given the Costal Regulation Zones (CRZ) in the area and project’s sea-facing configuration, new project supply in the area is limited. Acuite believes that the location of the project provides a significant competitive advantage and supports the project’s demand profile.


Weaknesses

Moderate implementation risk and offtake risk
The ‘One Marina’ project is a located in South Mumbai, which is dominated by several real estate players in luxury or ultra-luxury segment. The project is positioned in the ultra-luxury segment, with an average unit value more than Rs.5.00 Cr. The project was launched in October, 2021, with an estimated total cost of Rs.1683.00 Cr. As on June 30, 2025, the project has incurred Rs.416.00 Cr, representing approximately 25 percent of total cost. Thus, the project is exposed to considerable execution risk. As on June 30, 2025, approximately 75 percent of the total 247 units valued at Rs.991.00 Cr. have been sold, indicating healthy sales traction. However, collection remained low with only Rs.235.00 Cr. (~24 percent) recovered from the total sales as on June 30, 2025. Additionally, from July till August 15th, 2025, a total 4816.52 sq.ft of 3 units worth Rs.19.73 Cr. were sold. As on March 31, 2026 customer advances received stood at Rs. 288.05 Cr. and cost incurred is estimated around Rs.573 Cr. as on March 31, 2026Acuite believes that the timely construction of the project without any cost or time overruns will be a key rating monitorable. However, the locational advantage is likely to benefit the project in maintaining the sales traction.

Moderate funding risk:
The total project cost is Rs.1683.00 Cr, as on June 30, 2025, Rs.416.00 Cr. of project cost has been incurred, funded through customer advances of Rs.235.00 Cr. and remaining through debt. The remaining Rs.1267.00 Cr. project cost is to be funded by Rs.450.00 Cr of debt, Rs.17.00 Cr. equity and Rs.800.00 Cr. through customers’ advances. Additionally, received Rs.11.05 Cr. incremental collections from July till August 15th 2025. The project is funded through Rs.570.00Cr. of non-convertible debentures. The company has successfully issued first tranche NCD’s of Rs.170.00 Cr in the month of April 2025 to repay Rs.67.00 Cr. bank debt through one time settlement (OTS) which was assigned to Asset reconstruction company and rest to fund construction of the project. Further, equity infusion is limited to Rs.20 Cr, of which only Rs.3 Cr. has been infused till June 30, 2025. The funding plan for the balance project cost, is majorly dependent of the customer advances. Therefore, ability of the company to achieve expected sales traction and  timely receipt of customer advances will remain as  a key rating monitorable.

­Susceptible to real estate cyclicality and regulatory risks:
The real estate industry in India is highly fragmented with most of the real estate developers, having a city specific or region-specific presence. The risks associated with the real estate industry are cyclical in nature of business (drop in property prices) and interest rate risk, among others, which could affect the operations. The project is exposed to the risk of volatile prices on account of demand-supply mismatches in the Mumbai real estate industry. Further, the project operates in a coastal zone and heritage- sensitive region in Mumbai, which increases exposure to environmental and zoning regulations such as Costal regulation zone (CRZ) norms, thereby impacting its operating capabilities. However, the company has already got all the necessary approvals that mitigates the risk to an extent. Acuité believes that any changes or tightening in these regulatory provisions could impact construction timelines.

Assessment of Adequacy of Credit Enhancement under various scenarios including stress scenarios (applicable for ratings factoring specified support considerations with or without the “CE” suffix)

Valencia and Mishal Ventures has escrow arrangement to prioritize statutory payments, operating expenses and debt servicing. Additionally, ISRA equivalent to 3 months of cash coupon payments provides comfort against debt repayment.

Stress scenario:
The presence of ISRA and promoters guarantee would ensure timely debt repayments in case of stress scenarios.

 
ESG Factors Relevant for Rating

­The company is engaged in real estate project development and is exposed to environmental and social risks associated with construction activities, including compliance with applicable environmental norms, waste management practices and occupational health and safety requirements at project sites. The company’s ability to obtain and maintain requisite regulatory remains critical. Governance risks are mitigated by established oversight mechanisms and compliance with statutory requirements. Acuite believes, the ESG risks associated with the company’s operations are moderate and largely in line with those of other entities operating in the real estate sector.

 

Rating Sensitivities

Potential triggers (individual or collective) for an upward rating action:
  • ­Timely completion of construction milestones.
  • Improvement in sales velocity and timely receipt of customer advances.
Potential triggers (individual or collective) for a downward rating action:
  • ­Any adverse outcome with respect to the financial covenant breach, including imposition of penalties or related actions by debenture holders adversely impacting the liquidity profile of the company

All Covenants
  • ­The company must ensure that the Loan to value ratio does not, at any time, exceed 50 percent.

  • The company shall procure that all times the net worth of the personal guarantor is not less than Rs.500.00Cr

  • The company shall ensure that at all the times the net-worth of the company is positive.

  • The company shall (and shall ensure the personal guarantor shall) deliver to the debenture trustee a certificate issued by an independent chartered accountant, certifying the net worth of each obligor within 180 days after the end of each financial year prior to even of default, and at anytime promptly and in any event with in 10 business days upon request of the debenture trustee, on or after the occurrence of an event of default.

  • Customary subordination of related party transactions and debt from YM Infra Group and Sheth Homes Avenue.

  • Unconditional and irrevocable demand guarantees from the Promoter.

  • Cash Coupon of 3 months to be maintained at all times in a bank account controlled by Investor.

  • Setting up an escrow account for controlling and managing cash flow of the Issuer in relation to Project One Marina (a suitable mechanism for comprehensive bank account control, with escrow accounts and cash controls, will be agreed by the Issuer and the Investor in the definitive documents.

 
Liquidity Position
Stretched

VMVPL’s liquidity position is expected to be stretched with tightly matching cash inflows to the outflows with average project debt service coverage ratio (DSCR) expected  to remain at ~ 1.10 times during the tenure of the debt. Further, the project is dependent on timely receipt of customer advances (received Rs. 288Cr as on March 31, 2026, however ~ 64 percent of customer advances yet to be received for completion of the project) and scheduled drawdowns of debt to sustain the liquidity. However, promoters have demonstrated flexibility to infuse funds as and when required. The cash and bank balance stood at Rs.7.35Cr as on March 31, 2026.

 
Outlook: Not applicable
­
 
Other Factors affecting Rating
­None
 

Particulars Unit FY 26 (Actual) FY 25 (Actual)
Operating Income Rs. Cr. 0.00 0.00
PAT Rs. Cr. (10.04) (5.53)
PAT Margin (%) 0.00 0.00
Total Debt/Tangible Net Worth Times (11.52) (5.88)
PBDIT/Interest Times 0.00 0.00
Status of non-cooperation with previous CRA (if applicable)
­Not applicable
 
Any other information
­None
 
Applicable Criteria
• Default Recognition :- https://www.acuite.in/view-rating-criteria-52.htm
• Application Of Financial Ratios And Adjustments: https://www.acuite.in/view-rating-criteria-53.htm
• Real Estate Entities: https://www.acuite.in/view-rating-criteria-63.htm
Note on complexity levels of the rated instrument

Date Name of Instruments/Facilities Term Amount (Rs. Cr) Rating/Outlook
11 Sep 2025 Non-Covertible Debentures (NCD) Long Term 170.00 ACUITE BB- | Stable (Assigned)
Proposed Non Convertible Debentures Long Term 400.00 ACUITE BB- | Stable (Assigned)
­

Lender’s Name ISIN Facilities Listing Status Regulated By Date Of Issuance Coupon Rate Maturity Date Quantum
(Rs. Cr.)
Complexity Level Rating
Not Applicable INE02HF07024 Non-Convertible Debentures (NCD) Listed SEBI 24 Oct 2025 12.00 30 Apr 2029 570.00 Simple ACUITE BB- | Reaffirmed | Rating Watch with Developing Implications
Note:- For activities or ratings of instruments falling under the purview of Financial Sector Regulators other than SEBI, the grievance / dispute redressal mechanisms and investor protection mechanisms provided by SEBI shall not be available.

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