February 29, 2012
Mumbai
Mahindra and Mahindra Financial Services Limited

CRISIL’s credit opinion of ‘CRISIL AA+ (SO) Equivalent’ for Mahindra Finance’s assignment transaction

Transaction Name Details Structure Yield Terms Amount (Rs. Million) Tenure (Months)# Credit Opinion * Credit-cum-Liquidity Support (Rs. Million)^
Mahindra Finance Assignment of Receivables February 2012 Acquirer Payouts Par Fixed 5,643.6 58 CRISIL AA+ (SO) Equivalent 550.5

#Indicates door-to-door tenure; actual tenure will depend on level of prepayments in the pool and exercise of the clean-up call option
^Additionally scheduled excess interest spread (EIS), amounting to Rs.1197.5 million (assuming zero prepayments), also provides credit support to acquirer’s payouts
* The common independent director on the boards of CRISIL and Mahindra Finance did not participate in the process of assigning this credit opinion

CRISIL has assigned its credit opinion equivalent to its ‘CRISIL AA+(SO)’ rating to the acquirer’s payouts under Mahindra and Mahindra Financial Services Ltd’s (Mahindra Finance’s; rated ‘CRISIL AA+/FAAA/ Stable/ CRISIL A1+’) Assignment of Receivables – February 2012 transaction. The credit opinion is based on the credit quality of the pool cash flows, Mahindra Finance’s origination and servicing capabilities, the transaction’s credit enhancement and payment mechanism, and the soundness of the transaction’s legal structure. The credit enhancement is in the form of a corporate guarantee undertaking from Mahindra Finance.

The receivables arise from a pool of loans for new tractors originated by Mahindra Finance. The transaction has a ‘par’ structure. Mahindra Finance will assign the pool to the acquirer, at a purchase consideration equal to the pool principal outstanding at the time of assignment. The excess interest spread (EIS) will be held in trust by Mahindra Finance and will be used to fund future shortfalls.

About the Pool
The pool is geographically diversified, with the top three states together accounting for 56.5 per cent of the principal outstanding. The pool has a moderate seasoning profile (weighted average net seasoning of 7.7 months), and 92.1 per cent of the receivables in the pool are from contracts that are current on payment as on the pool cut-off date. The pool has a moderate proportion of long-tenure contracts: the weighted average original tenure is 43.7 months. The pool has a moderate ticket size of Rs.0.33 million.

Past-Rated Pools
CRISIL has outstanding rating on 1 assignment transaction backed by tractor loan receivables originated by Mahindra Finance till date. The performance of the pool is in line with CRISIL’s expectations.

About the Originator
Mahindra Finance, was promoted by (Mahindra & Mahindra) and Kotak Mahindra Bank Ltd (formerly, Kotak Mahindra Finance Ltd [KMFL]), with M&M as the major shareholder. In 1998, Mahindra Finance became a subsidiary of M&M after the latter bought KMFL’s stake. M&M owned 56 per cent of Mahindra Finance’s equity capital as on September 30, 2011. Mahindra Finance finances consumer purchases of UVs, LCVs, tractors, cars, and other assets. To leverage its extensive branch network and rural customer base, the company has entered into the rural housing finance business through its subsidiary, Mahindra Rural Housing Finance Ltd (MRHFL). Mahindra Insurance Brokers Ltd (MIBL) is the insurance broking arm of Mahindra Finance and provides insurance broking services in life and non-life segments.

Mahindra Finance reported a total income and a net profit of Rs.12.7 billion and Rs.2.4 billion respectively for the half year ended September 30, 2011, against a total income and a net profit of Rs.9.1 billion and Rs.2.0 billion respectively for the previous year.

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February 29, 2012

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