Rating Rationale
September 22, 2022 | Mumbai
 
Ithaca CV Trust Jun 2022
(Originator: IndoStar Capital Finance Limited)
‘Provisional CRISIL AAA (SO)’ assigned to PTCs
 
Rating Action
Trust Name Details Amount Rated (Rs.Crore) Pool Principal (Rs.Crore) Original Tenure (Months)* Cash Collateral (Rs.Crore)^ Rating@ Rating Action
Ithaca CV Trust Jun 2022 PTCs& 876.98 876.98 46 219.25 Provisional CRISIL AAA (SO) Provisional Rating Assigned
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
&PTC investors are entitled to receive timely interest and timely principal on a monthly basis
^Additionally, subordination of scheduled excess interest spread (EIS) amounting to INR 94.10 crore (assuming zero prepayments, zero collection shortfall, and 100% of residual cashflows being used to prepay/turbo-amortise PTCs) also provides credit support to PTCs
*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
@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’ by SEBI

 

Detailed Rationale

CRISIL Ratings has assigned its Provisional CRISIL AAA (SO) ratings to pass-through certificates (PTCs) issued by ‘Ithaca CV Trust Jun 2022’ under a securitisation transaction originated by IndoStar Capital Finance Limited (IndoStar; rated ‘CRISIL AA-/Watch Negative/CRISIL A1+/Watch Negative).

 

This securitisation transaction is backed by receivables from vehicle loans originated by IndoStar. The rating is based on the credit support available to the PTCs, credit quality of underlying receivables, IndoStar’s origination and servicing capabilities, the payment mechanism, and soundness of the transaction’s legal structure.

 

The transaction has a ‘Par with turbo amortisation’ structure. IndoStar will assign the pool to ‘Ithaca CV Trust Jun 2022, which will issue the PTCs to investors. PTC payouts are supported by cash collateral in the form of fixed deposits, and the subordination of EIS. IDBI Trusteeship Services Limited (ITSL) will be appointed to monitor the overall transaction on behalf of the PTC investors.

 

The total credit support available to PTC payouts in the transaction structure is as below:

  • Internal credit support in the form of subordination of scheduled EIS (assuming zero prepayments, zero collection shortfall, and 100% of residual cashflows being used to prepay/turbo-amortise PTCs) aggregating to INR 94.10 crore (10.7% of the initial pool principal).
  • External credit enhancement of INR 219.25 crore (20.0% of the sum of initial pool principal and cash collateral) in the form of a fixed deposit.

 

PTC holders are entitled to receive timely interest and timely principal payments on a monthly basis.

 

Additional disclosures for Provisional ratings:

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

  • Trust deed
  • Assignment agreement
  • Power of attorney
  • Information memorandum
  • Legal opinion
  • Trustee letter
  • Auditor’s certificate
  • Representations and warranties letter

 

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.

Key Rating Drivers & Detailed Description

Supporting Factors

  • Payment track record of contracts in the pool
    • Contracts in the pool have a weighted average seasoning of 10.0 months (measured from disbursement date to pool cut-off date). This has led to 19.9% of the disbursed principal being amortised prior to securitisation.
    • All contracts have exhibited zero delays in EMI repayments since disbursement.
  • All contracts are current as of pool cut-off date, i.e. August 31, 2022.

 

Constraining Factors

  • Recent developments in Indostar’s business operations
    • Control deficiencies were identified in the vehicle loan portfolio of Indostar during the statutory audit for fiscal 2022, leading to a rise in GNPA levels of Indostar to 15.5% in March 2022. Focus of management has shifted to addressing identified deficiencies through appropriate policies and processes, the track record of which is to be established.
    • Over the recent past, IndoStar has seen significant changes in its key management personnel, accompanied with notable revisions in its origination and collection business strategy. IndoStar’s performance as a servicer to this securitisation transaction in the near to medium term would continue to depend on the execution of changes across the company’s operations.
  • Potential effect of macroeconomic headwinds
    • The underlying borrowers’ cashflows could come under pressure due to a challenging macroeconomic environment. Headwinds such as increased fuel costs, a rising interest rate scenario, and moderation in demand on account of inflation may hamper the pool’s collection performance.

 

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

Rating Sensitivity factors

Upward

  • None.

 

Downward

  • Credit enhancement (based on both internal and external credit enhancements) falling below 2 times the estimated base case shortfalls.
  • A sharp downgrade in the rating of the servicer/originator.
  • Non-adherence to the key transaction terms envisaged at the time of the rating.

About the Pool

The securitiation transaction is backed by a pool of vehicle loan receivables originated by IndoStar. As of the pool cut-off date, pool loans had a weighted average seasoning of 10.0 months (measured from the disbursement date to cut-off date) and a weighted average tenure of 40.7 months (measured from disbursment date to the last EMI date). The pool loans had an average disbursement amount of INR 6.7 lakh, with a weighted average IRR of 16.6% and weighted average LTV of 75.1%. Loans originated in the top 3 states (Tamil Nadu, Punjab, Madhya Pradesh) accounted for 32.8% of the initial pool principal. The proportion of used vehicle loans was 91.3%. As of the cut-off date (August 31, 2022), all loans were current on repayment, and had shown zero instances of delinquency since disbursement.

 

Rating Assumptions

To assess the base case shortfalls for the transaction, CRISIL has analysed static pool information (with data on 90+ delinquencies) on new and used vehicles provided by Indostar for originations in the period January 2018 to June 2022 (with performance data till June 2022), the write-offs from the vehicle loans portfolio, and the impact of the recently identified control deficiencies on the performance of the portfolio. CRISIL has also analysed performance of past rated securitisation transactions and the performance of Indostar’s vehicle finance portfolio. 90+ delinquency for Indostar’s vehicle finance portfolio as of June 2022 was 2.6% on a portfolio of 3,371.6 crore, while as of March 2022 it was 4.0% on a portfolio of 4,621.6 crore. In Q4FY22, IndoStar had written off 369.2 crore of principal, of which 211.1 crore belonged to the 90+ aging bucket. In Q1FY23, Indostar had written off 783.6 crore of principal, of which 515.6 crore was identified as stage 3 assets.

 

CRISIL Ratings has further factored in the pool characteristics, including seasoning, LTV levels, IRRs, and past track record of borrowers forming part of the pool.

 

Based on these, CRISIL has estimated base case shortfalls in the pool at 7.0%-9.0% of pool cashflows by transaction maturity.

 

  • CRISIL Ratings has assumed a stressed monthly prepayment rate of 0.5%-1.0% in its analysis.
  • CRISIL Ratings does not envisage any risk arising on account of commingling of cashflows given CRISIL Ratings’ short-term view of the servicer.
  • CRISIL Ratings has adequately factored in the risks arising on account of counterparties (refer to counterparty details below).
  • CRISIL Ratings has run sensitivities based on various shortfall curves (front-ended, back-ended, and normal) and has adequately factored the same in its analysis.

 

Counterparty Details

Capacity

Counterparty Name

Counterparty Rating

Effect on credit ratings in case of non-performance

Originator

IndoStar

CRISIL AA-/Watch Negative/CRISIL A1+/Watch Negative

No effect.

Servicer

 

IndoStar

CRISIL AA-/Watch Negative/CRISIL A1+/Watch Negative

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

Collection and Payout Account Bank

Barclays Bank PLC

Not rated by CRISIL Ratings

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

Cash collateral in the form of Fixed Deposit

Barclays Bank PLC

Not rated by CRISIL Ratings

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

Trustee

ITSL

Not rated by CRISIL Ratings

Negligible effect. Can be replaced at minimal cost.

 

About the Originator

IndoStar Capital Finance Limited, incorporated in November 2011, is registered with the Reserve Bank of India as a systemically important, non-deposit taking NBFC. The company was founded and incorporated by private equity players (Everstone, Goldman Sachs Baer Capital Partners, ACPI Investment managers, and CDIB International) with an initial capital of around Rs 900 crore. In May 2020, Brookfield invested Rs 1,225 crore and became the largest shareholder and co-promoter. As on June 30, 2022, Brookfield held 56.20% stake, followed by IndoStar Capital Mauritius (owned by the Everstone group and other marquee private equity investors) at 30.47%. The company started its business as a wholesale financier in fiscal 2011, and then entered the SME finance (loan against property) segment in fiscal 2015. In fiscal 2018, the company started offering vehicle finance and housing finance (through its wholly owned subsidiary, IndoStar Home Finance Private Limited). In fiscal 2019, the company acquired the CV finance business of IIFL Finance Limited. Going ahead, the company plans to focus on used commercial vehicle financing and housing finance.

Key Financial Indicators

For the period ended March 31 (Consolidated)

Unit

2022

2021

Total assets

Rs crore

9,661

10,082

Total income (net of interest)

Rs crore

635

579

PAT

Rs crore

-737

-214

Gross Stage 3 assets

%

15.5

4.4

Gearing

%

2.1

1.6

Return on assets

%

-7.5

-2.1

 

Past rated pools

This is the fifth securitisation transaction of IndoStar to be rated by CRISIL Ratings. CRISIL Ratings is receiving monthly performance reports pertaining to the previous transactions.

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

(INR crore)

Date of

Allotment

Maturity Date*

Coupon

Rate (%)

Complexity level

Cash Collateral (INR crore)#

Outstanding

Rating

PTCs

876.98

22-Sep-2022

20-Jul-2026

10.50%

(p.a.p.m.)

Highly Complex

219.25

Provisional CRISIL AAA (SO)

*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

#Additionally, subordination of scheduled excess interest spread (EIS) amounting to INR 94.10 crore (assuming zero prepayments, zero collection shortfall, and 100% of residual cashflows being used to prepay/turbo-amortise PTCs) also provides credit support to PTCs

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
PTCs LT 876.98 Provisional CRISIL AAA (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

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