Rating Rationale
September 08, 2022 | Mumbai
 
AIRAWAT August 2022
(Originator: Ugro Capital Limited)
'Provisional CRISIL AA- (SO)' assigned to Series A1 PTCs
 
Rating Action
Tranche Details Amount Rated (Rs in Crores) Pool Principal (Rs Cr)  Original Tenure (Months) Cash Collateral (Rs Cr) Ratings/Credit Opinions @ Rating Action
AIRAWAT August 2022 Series A1 PTC 25.5 28.98 39 2.13 Provisional CRISIL AA- (SO) Provisional Rating Assigned
1 crore = 10 million
@ A prefix of 'Provisional' indicates that the rating centrally factors in the strength of specific structures, and is contingent upon occurrence of certain steps or execution of certain documents by the issuer, as applicable, without which the rating would either have been different or not assigned ab initio. This is in compliance with a May 6, 2015 directive ‘Standardizing the term, rating symbol, and manner of disclosure with regards to conditional/ provisional/ in-principle ratings assigned by credit rating agencies' by Securities and Exchange Board of India (SEBI) and April 27, 2021 circular ‘Standardizing and Strengthening Policies on Provisional Rating by Credit Rating Agencies (CRAs) for Debt Instruments’ respectively by SEBI.Refer to annexure for Details of Instruments & Bank Facilities

 

Detailed Rationale

CRISIL Ratings has assigned Provisional CRISIL AA- (SO) to Series A1 pass-through certificates (PTCs) issued by AIRAWAT AUGUST 2022. The transaction is backed by unsecured business loan receivables originated by Ugro Capital Limited. (Ugro; rated CRISIL A-/CRISIL PPMLD A- r/Stable/CRISIL A1). The ratings are based on the credit support available to the PTCs, credit quality of underlying pool receivables, Ugro’s origination and servicing capabilities, and soundness of the transaction’s legal structure.

 

The transaction has a 'Par with EIS' structure. Ugro will assign the loan receivables to AIRAWAT AUGUST 2022, a trust settled by Catalyst Trusteeship Limited (CTL), which will then issue Series A1 PTCs for 88.0% of the pool principal. Ugro will continue to service the pool contracts as the servicing agent.

 

The PTCs are supported by the cash collateral in the form of fixed deposit - and cashflow subordination. The total credit support available in the transaction is as below:

 

  • External cash collateral of Rs 2.13 crore (7.3% of initial pool principal)
  • Internal credit support in the form of scheduled cashflow subordination, aggregating Rs 7.51 crore (assuming zero prepayments) - including Rs 2.61 crore of principal overcollateralisation (9.0% of initial pool principal) and Rs 0.87 crore of equity tranche PTC principal (3.0% of initial pool principal) for Series A1 PTCs.

 

Series A1 PTCs are entitled to monthly interest, while the principal payment is promised on an ultimate basis.

Key Rating Drivers & Detailed Description

Strengths:

  • Credit support available in the structure
    • Cash collateral of Rs 2.13 crore (7.3% of the pool principal) provides credit support to Series A1 PTCs. The PTCs also benefit from scheduled cashflow subordination aggregating Rs 7.51 crore for Series A1 PTCs (assuming zero prepayments and zero collection shortfalls)including Rs 2.61 crore of principal overcollateralisation (9.0% of initial pool principal) and Rs 0.87 crore of equity tranche PTC principal (3.0% of initial pool principal) for Series A1 PTCs.

 

  • Seasoning of contracts in the pool
    • The contracts in the pool have shown good repayment track record, with 98.4% of the POS arising out of contracts that have exhibited no instance of delinquency prior to securitisation. The weighted average seasoning of the pool is 8.2 months (as measured from first EMI date to pool cut-off date) and it has amortised by 21.5% prior to securitisation.

Weakness:

  • Borrower concentration in the pool
    • The pool comprises of only 295 loans and is exposed to risks arising out of borrower concentration, with top 10 borrowers in the pool accounting for 7.5% of the initial pool principal. Lower granularity in loan pools increases the possibility for idiosyncratic risks compared to a highly granular pool.

 

  • Risks inherent to unsecured SME financing
    • Borrower cash flows in the unsecured SME segment are vulnerable to adverse impacts on account of rising energy and input costs and a moderation in demand on account of an increased inflation and interest rate scenario. These macroeconomic headwinds may hamper the pool’s collection performance.
  • Basis risk
    • There is basis risk in the transaction as the liability side PTC coupon rated is floating and linked to the RBI repo rate whereas the asset side pool comprises of solely fixed rate loans.

Liquidity : Adequate

The cash collateral available in the transaction is Rs 2.13 crore (7.3% of the pool principal) is in the form of a fixed deposit. Liquidity is adequate given that the credit enhancement available in the structure is sufficient to cover losses exceeding 1.5 times the currently estimated base shortfalls.

Rating Sensitivity factors

Upward

  • Credit enhancement (based on both internal and external credit enhancements) available in the structure exceeding 2.75 times the estimated base case shortfalls on the residual cash flows of the pool.
  • A sharp upgrade in rating of the servicer/originator

  

Downward

  • Credit enhancement (based on both internal and external credit enhancements) falling below 2.10 times the estimated base case shortfalls.
  • A sharp downgrade in rating of the servicer/originator
  • Non-adherence to the key transaction terms envisaged at the time of the rating

 

These aspects have been factored by CRISIL Ratings in its rating analysis.

 

Additional disclosures for Provisional ratings:

The provisional rating is contingent upon execution of the following documents:

  • Trust deed
  • Assignment agreement
  • Accounts agreement
  • Servicing agreement
  • Power of attorney
  • Information memorandum
  • Legal opinion
  • Trustee letter
  • Representations and warranties letter
  • CA certificate

 

Additional documents executed for the transaction, if any, should also be provided. The provisional rating shall be converted into a final rating after receipt of transaction documents duly executed within 90 days from the date of issuance of the instrument.

 

The final rating assigned post conversion shall be consistent with the available documents. In case of non-receipt of the duly executed transaction documents within the above-mentioned timelines, the rating committee of CRISIL Ratings may grant an extension of up to another 90 days.

 

Rating that would have been assigned in absence of the pending steps/ documentation: 

In the absence of pending documentation considered while assigning provisional rating as mentioned above, CRISIL Ratings would not have assigned any rating.

 

Risks associated with provisional nature of credit rating:

A prefix of 'Provisional' to the rating symbol indicates that the rating is contingent upon occurrence of certain steps or execution of certain documents by the issuer, as applicable. In case the documents received and/or completion of steps deviates significantly from the expectations, CRISIL Ratings may take an appropriate action including placing the rating on watch or a rating/outlook change, depending on status of progress on a case-to-case basis. In the absence of the pending steps / documentation, the rating on the instrument would not have been assigned ab initio.

About the Pool

The securitisation transaction is backed by a pool of unsecured business loan receivables. The pool has weighted average net seasoning of 8.2 monthly instalments. The pool has high borrower concentration with share of top 10 borrowers at 7.5% of the overall pool principal. Average ticket size is Rs 12.5 lakh with weighted average interest rate of 19.7%. All the contracts in the pool were current as on pool cut-off date. CRISIL Ratings has adequately factored all these aspects in its rating analysis.

 

Rating assumptions

Ugro Capital Limited provides a spectrum of financing services to the MSME ecosystem across the country. Having started operations in Jan-19, the lender has been rapidly scaling up disbursements in the unsecured business loan segment since Jun-21. In order to arrive the base case peak shortfall assumptions for this transaction, CRISIL Ratings has factored in the delinquency performance of Ugro’s unsecured business loan portfolio. The unsecured business loan on-book portfolio stood at INR 571.4 crore as of Jun-22 with a 90+ delinquency of 4.2%. On a static pool delinquency basis, the peak 90+ observed was 7.9% for the Q1FY21 vintage.

 

Based on these aspects, CRISIL Ratings has estimated base case peak shortfalls in the pool at 7.0% - 9.0% of cash flows. Additionally, CRISIL Ratings has also considered shortfalls that could arise on account of the pool-specific borrower concentration risks.

 

CRISIL Ratings has also factored the following modelling assumptions, basis the typical industry characteristics of the asset class and its criteria for rating asset backed securitisations:

 

  • The pool consists of loans at a fixed rate of interest whereas the investor yield is floating, linked to the repo rate. At present, there is a comfortable gap between the pool yield and the yield promised to the investor. However, during the tenure of the transaction, adverse movement in repo rate may inflate the liability side cash flows in relation to the asset side cash flows, thus leading to basis risk. CRISIL Ratings has assumed various interest rate scenarios to adequately factor in the basis risk of the transaction.
  • CRISIL Ratings has assumed a monthly prepayment rate of 0.8% to 1.2% under stressed scenarios in its analysis.
  • CRISIL Ratings has adequately factored in the risks arising on account of counterparties (refer to counterparty details below).
  • Based on CRISIL Ratings’ assumptions of various shortfall curves in its rating model, (front-ended, back-ended, and normal), CRISIL Ratings has evaluated the risk arising out of the different timings of shortfalls during the transaction’s tenure.
  • CRISIL Ratings has also factored in the risk arising out of commingling of cash flows.

 

Counterparty details

Capacity

Counterparty Name

Counterparty Rating/ Track record

Effect on credit ratings in case of non-performance

Originator

Ugro

‘CRISIL A-/Stable/CRISIL PPMLD A- r/Stable/CRISIL A1’

No effect.

Servicer

Ugro

‘CRISIL A-/Stable/CRISIL PPMLD A- r/Stable/CRISIL A1’

Significant effect, because of change in servicing quality and replacement cost of servicer. However, currently CRISIL Ratings does not envisage the need for replacement. The Trust or investor has right to change the servicer with an intimation to CRISIL Ratings.

Collection and Payout Account Bank

ICICI Bank

‘CRISIL AA+/CRISIL AAA/Stable’

Negligible effect. Account bank can be changed without impacting the rating.

Collateral in the form of Fixed Deposit

IDFC First Bank

‘CRISIL AA/Stable/CRISIL A1+’

Negligible effect. Bank with whom the fixed deposit is maintained can be changed without impacting the rating.

Trustee

Catalyst Trusteeship Limited

Adequate track record

Negligible effect. Can be replaced at minimal cost.

 

About the Originator

UGRO is a systemically important NBFC engaged in financing secured and unsecured loans to MSMEs. It was incorporated in 1993 as Chokhani Securities Limited and was acquired and renamed as UGRO Capital Limited in 2018 by Mr. Shachindra Nath (Executive Chairman and Managing Director). The company is publicly listed on the Bombay Stock Exchange since 1995 and got listed on the National Stock Exchange in August 2021. Mr. Shachindra Nath is supported by seasoned key management personnel each having expertise of over a decade in their respective functional domains.

 

The company has raised capital from marquee private equity investors namely Newquest Asia Investments, Clearsky Investment holdings (ADV), Samena and DBZ Cyprus (PAG) who invested in the initial phase of UGRO’s evolution along with Mr. Shachindra Nath. The four investors together hold 68% as on March 31, 2022.

 

The company commenced its operation in January 2019 and had an AUM of Rs 2,969 crore as on March 31, 2022, of which Rs 2,491 crore was on-book. The company has diversified presence across 11 states with 91 branches as on March 31, 2022, with none of the states contributing more than 18% of the AUM as on March 31, 2022.

 

The company reported a PAT of Rs 15 crore on the total income (net of interest expense) of Rs 177 crore for the fiscal 2022 as against Rs 29 crore and Rs 109 crore, respectively, for the previous fiscal.

 

Past rated pools

This is the third securitisation transaction originated by Ugro that is being rated by CRISIL Ratings.

Key Financial Indicators

As on/for the period ending

Unit

FY2022

FY2021

FY2020

Total assets

Rs crore

2854

1751

1213

Total assets under management 
(including off balance sheet)

Rs crore

2969

1317

861

Total income

Rs crore

313

153

105

Profit before tax

Rs crore

20.2

12.1

3.32

Profit after tax

Rs crore

15

29

20

90+ dpd of on-balance sheet portfolio

%

1.7

2.3

0.9

Adjusted gearing*

Times

2.1

0.9

0.3

Return on managed assets

%

0.6

1.9

1.9

*Gearing is adjusted for the intangible assets on the balance sheet.

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. The CRISIL Ratings' complexity levels are available on www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL Ratings' complexity levels for instruments that they consider for investment. Users may also call the Customer Service Helpdesk with queries on specific instruments.

Annexure - Details of Instrument(s)

Type of Instrument Rated Amount (Rs Crore) Date of Allotment Maturity Date # Coupon Rate (p.a.p.m) Complexity Level Outstanding Rating & Cash collateral (Rs Crore) 
Series A1 PTCs 25.5 31-Aug-22 18-Nov-25 10.65%^ Highly complex Provisional CRISIL AA- (SO) 2.13*

# Indicates door to door tenure. Actual tenure will depend on the level of prepayments in the pool, and exercise of the clean-up call option

& Series A1 PTC holders are entitled to receive timely interest on a monthly basis, while the principal payment is promised on an ultimate basis.

^10.65% p.a. payable monthly (starting coupon), linked to Repo Rate + spread of 5.25%, to be reset every 90 days from the date of investment

*Additional credit support includes Rs. 7.51 crore in form of scheduled cash flow subordination (assuming zero prepayments) – including Rs 2.61 crore of principal overcollateralization and Rs 0.87 crore of equity tranche PTC principal.

Annexure - Rating History for last 3 Years
  Current 2022 (History) 2021  2020  2019  Start of 2019
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Series A1 PTCs LT 25.5 Provisional CRISIL AA- (SO)   --   --   --   -- --
All amounts are in Rs.Cr.
Criteria Details
Links to related criteria
Evaluating risks in securitisation transactions - A primer
CRISILs rating methodology for ABS transactions
Legal analysis in structured finance transactions

Media Relations
Analytical Contacts
Customer Service Helpdesk

Aveek Datta
Media Relations
CRISIL Limited
M: +91 99204 93912
B: +91 22 3342 3000
AVEEK.DATTA@crisil.com

Prakruti Jani
Media Relations
CRISIL Limited
M: +91 98678 68976
B: +91 22 3342 3000
PRAKRUTI.JANI@crisil.com

Rutuja Gaikwad 
Media Relations
CRISIL Limited
B: +91 22 3342 3000
Rutuja.Gaikwad@ext-crisil.com


Krishnan Sitaraman
Senior Director and Deputy Chief Ratings Officer
CRISIL Ratings Limited
D:+91 22 3342 8070
krishnan.sitaraman@crisil.com


Rohit Inamdar
Senior Director
CRISIL Ratings Limited
B:+91 22 3342 3000
Rohit.Inamdar@crisil.com


NIHARIKA MISHRA
Senior Rating Analyst
CRISIL Ratings Limited
B:+91 22 3342 3000
NIHARIKA.MISHRA@crisil.com
Timings: 10.00 am to 7.00 pm
Toll free Number:1800 267 1301

For a copy of Rationales / Rating Reports:
CRISILratingdesk@crisil.com
 
For Analytical queries:
ratingsinvestordesk@crisil.com


 

Note for Media:
This rating rationale is transmitted to you for the sole purpose of dissemination through your newspaper/magazine/agency. The rating rationale may be used by you in full or in part without changing the meaning or context thereof but with due credit to CRISIL Ratings. However, CRISIL Ratings alone has the sole right of distribution (whether directly or indirectly) of its rationales for consideration or otherwise through any media including websites and portals.


About CRISIL Ratings Limited (A subsidiary of CRISIL Limited)

CRISIL Ratings pioneered the concept of credit rating in India in 1987. With a tradition of independence, analytical rigour and innovation, we set the standards in the credit rating business. We rate the entire range of debt instruments, such as bank loans, certificates of deposit, commercial paper, non-convertible/convertible/partially convertible bonds and debentures, perpetual bonds, bank hybrid capital instruments, asset-backed and mortgage-backed securities, partial guarantees and other structured debt instruments. We have rated over 33,000 large and mid-scale corporates and financial institutions. We have also instituted several innovations in India in the rating business, including ratings for municipal bonds, partially guaranteed instruments and infrastructure investment trusts (InvITs).
 
CRISIL Ratings Limited ('CRISIL Ratings') is a wholly-owned subsidiary of CRISIL Limited ('CRISIL'). CRISIL Ratings Limited is registered in India as a credit rating agency with the Securities and Exchange Board of India ("SEBI").
 
For more information, visit www.crisilratings.com 

 



About CRISIL Limited

CRISIL is a global analytical company providing ratings, research, and risk and policy advisory services. We are India's leading ratings agency. We are also the foremost provider of high-end research to the world's largest banks and leading corporations.

CRISIL is majority owned by S&P Global Inc, a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.


For more information, visit www.crisil.com

Connect with us: TWITTER | LINKEDIN | YOUTUBE | FACEBOOK


CRISIL PRIVACY NOTICE
 
CRISIL respects your privacy. We may use your contact information, such as your name, address and email id to fulfil your request and service your account and to provide you with additional information from CRISIL. For further information on CRISIL’s privacy policy please visit www.crisil.com.



DISCLAIMER

This disclaimer is part of and applies to each credit rating report and/or credit rating rationale (‘report’) that is provided by CRISIL Ratings Limited (‘CRISIL Ratings’). To avoid doubt, the term ‘report’ includes the information, ratings and other content forming part of the report. The report is intended for the jurisdiction of India only. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as CRISIL Ratings providing or intending to provide any services in jurisdictions where CRISIL Ratings does not have the necessary licenses and/or registration to carry out its business activities referred to above. Access or use of this report does not create a client relationship between CRISIL Ratings and the user.

We are not aware that any user intends to rely on the report or of the manner in which a user intends to use the report. In preparing our report we have not taken into consideration the objectives or particular needs of any particular user. It is made abundantly clear that the report is not intended to and does not constitute an investment advice. The report is not an offer to sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of any kind to enter into any deal or transaction with the entity to which the report pertains. The report should not be the sole or primary basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in the US).

Ratings from CRISIL Ratings are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold or sell any securities/instruments or to make any investment decisions. Any opinions expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their issue. CRISIL Ratings assumes no obligation to update its opinions following publication in any form or format although CRISIL Ratings may disseminate its opinions and analysis. The rating contained in the report is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment or other business decisions. The recipients of the report should rely on their own judgment and take their own professional advice before acting on the report in any way. CRISIL Ratings or its associates may have other commercial transactions with the entity to which the report pertains.

Neither CRISIL Ratings nor its affiliates, third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively, ‘CRISIL Ratings Parties’) guarantee the accuracy, completeness or adequacy of the report, and no CRISIL Ratings Party shall have any liability for any errors, omissions or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the report. EACH CRISIL RATINGS PARTY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. In no event shall any CRISIL Ratings Party be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of any part of the report even if advised of the possibility of such damages.

CRISIL Ratings may receive compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors. Public ratings and analysis by CRISIL Ratings, as are required to be disclosed under the regulations of the Securities and Exchange Board of India (and other applicable regulations, if any), are made available on its website, www.crisilratings.com (free of charge). Reports with more detail and additional information may be available for subscription at a fee – more details about ratings by CRISIL Ratings are available here: www.crisilratings.com.

CRISIL Ratings and its affiliates do not act as a fiduciary. While CRISIL Ratings has obtained information from sources it believes to be reliable, CRISIL Ratings does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives and/or relies on in its reports. CRISIL Ratings has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process. CRISIL Ratings has in place a ratings code of conduct and policies for managing conflict of interest. For details please refer to:
https://www.crisil.com/en/home/our-businesses/ratings/regulatory-disclosures/highlighted-policies.html.

Rating criteria by CRISIL Ratings are generally available without charge to the public on the CRISIL Ratings public website, www.crisilratings.com. For latest rating information on any instrument of any company rated by CRISIL Ratings, you may contact the CRISIL Ratings desk at crisilratingdesk@crisil.com, or at (0091) 1800 267 1301.

This report should not be reproduced or redistributed to any other person or in any form without prior written consent from CRISIL Ratings.

All rights reserved @ CRISIL Ratings Limited. CRISIL Ratings is a wholly owned subsidiary of CRISIL Limited.

 

 

CRISIL Ratings uses the prefix ‘PP-MLD’ for the ratings of principal-protected market-linked debentures (PPMLD) with effect from November 1, 2011, to comply with the SEBI circular, "Guidelines for Issue and Listing of Structured Products/Market Linked Debentures". The revision in rating symbols for PPMLDs should not be construed as a change in the rating of the subject instrument. For details on CRISIL Ratings' use of 'PP-MLD' please refer to the notes to Rating scale for Debt Instruments and Structured Finance Instruments at the following link: https://www.crisil.com/en/home/our-businesses/ratings/credit-ratings-scale.html