Rating Rationale
April 19, 2024 | Mumbai
 
Peter CV Trust March 2024
(Originator: IndoStar Capital Finance Limited)
'Provisional CRISIL AAA (SO)' assigned to Series A PTCs
 
Rating Action
Trust Name Details Pool Principal (Rs,Crore) Rated Amount (Rs.Crore) Original Tenure (Months) Credit Collateral (Rs.Crore) Ratings/Credit Opinions@ Rating Action
Peter CV Trust March 2024 Series A PTCs 100.08 90.08 52 10.01 Provisional CRISIL AAA (SO) Provisional Rating Assigned
Note: None of the Directors on CRISIL Ratings Limited’s Board are members of rating committee and thus do not participate in discussion or assignment of any ratings. The Board of Directors also does not discuss any ratings at its meetings.
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
@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)’ rating to Series A pass-through certificates (PTCs) issued by the Trust Peter CV Trust March 2024. The PTCs are being issued under a securitisation transaction backed by a pool of vehicle loan receivables originated by IndoStar Capital Finance Limited (IndoStar; rated ‘CRISIL AA-/Negative/CRISIL A1+’).

 

The provisional ratings are based on the credit enhancement available to support promised PTC payouts, the expected credit quality of the underlying pool, IndoStar’s origination and servicing capabilities, and the expected soundness of the transaction’s legal structure and payment mechanism.

 

The transaction has a ‘Par with turbo amortisation’ structure. IndoStar will assign the loan pool to ‘Peter CV Trust March 2024’, a Trust settled by the transaction’s Trustee, i.e. Axis Trustee Services Limited (‘ATSL’) in exchange for a purchase consideration amounting to 90.0% of the initial pool principal as on the cut-off date. The Trust will issue Series A PTCs for an amount equal to 90.0% of the initial pool principal as on the cut-off date. The Trustee will appoint IndoStar as the Servicer, and collections from the pool will be transferred to the Collection and Payout Account (CPA) on a monthly basis to make investor payouts as per the transaction’s waterfall mechanism.

 

Series A PTC holders are promised timely interest payments on a monthly basis. Principal repayment, while expected on a monthly basis, is promised only on an ultimate basis by the Series A PTC’s final maturity date. On a monthly basis, the residual EIS will be utilised for accelerated redemption of the Series A PTCs. The investor payouts for Series A PTCs are supported by cash collateral, subordination of overcollateral, and subordination of excess interest spread (EIS). On a monthly basis, the cash collateral can be used to make the promised interest payments to Series A PTCs in case of a shortfall in collections from the pool. On the Series A PTC’s final maturity date, the cash collateral can also be used to make the promised principal repayment in case of a shortfall in collections from the pool. Prepayment collections will be utilised for accelerated redemption of the Series A PTCs.

 

Credit enhancement available in the transaction structure to support promised PTC payouts is as below:

  • External credit enhancement for Series A PTCs from a cash collateral amounting to Rs 10.01 crore (10.0% of the initial pool principal) which is expected to be maintained as fixed deposits with a bank and lien-marked in favour of the Trustee.
  • For Series A PTCs, internal credit enhancement from subordination of overcollateral principal amounting to Rs 10.01 crore (10.0% of the initial pool principal), and subordination of scheduled EIS amounting to Rs 17.15 crore (17.1% of the initial pool principal).

Key Rating Drivers & Detailed Description

Strengths:

  • Credit enhancement available in the structure:
    •                  Series A PTCs are supported by external credit enhancement from a cash collateral amounting to Rs 10.01 crore (10.0% of the initial pool principal) and internal credit enhancement from subordination of overcollateral principal amounting to Rs 10.01 crore (10.0% of the initial pool principal), and subordination of scheduled EIS amounting to Rs 17.15 crore (17.1% of the initial pool principal).
  • Repayment track record of pool borrowers:
    •                  As of the cut-off date, the pool loans had a weighted average seasoning of 9.2 months (from first instalment to pool cut-off date), leading to the aggregate disbursed principal for the pool amortising by 19.6% prior to securitisation. None of the pool loans had overdues as of the cut-off date, and had no instances of delinquency prior to securitisation.

 

Weakness:

  • High proportion of HCV loans:
    •                  The pool contains a larger proportion of HCV loans than IndoStar’s aggregate vehicle loan portfolio. Compared to other vehicle loans, HCV loans have exhibited higher delinquencies at the portfolio level.
  • Effect of potential macroeconomic headwinds:
    •                  The pool’s collection performance could be hampered in a challenging macroeconomic environment and would remain susceptible to factors like increasing fuel costs, increasing interest rates, and demand moderation owing to inflation and geo-political uncertainties.


CRISIL Ratings has adequately factored these aspects in its rating analysis.

Liquidity: Strong

For Series A PTCs: Liquidity is strong 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 factors

For Series A PTCs: None

 

Downward factors

  • For Series A PTCs: Credit enhancement available in the structure failing to cover 2.0 times the estimated base shortfalls on the residual cashflows of the pool due to weaker than expected collections from the pool.
  • A sharp downgrade in the rating of the servicer/originator.
  • Non-adherence to key transaction terms envisaged at the time of assigning the rating.

About the Pool

The securitisation transaction is backed by a pool of receivables from used and new vehicle loans originated by IndoStar. As of the pool cut-off date (29-Feb-2024), the pool loans had a weighted average seasoning of 9.2 months, a weighted average interest rate of 17.9%, a weighted average LTV ratio of 71.3%, a weighted average original tenure of 40.7 months, and an average original loan amount of Rs 8.2 lakh. The top 3 states (West Bengal, Gujarat, and Tamil Nadu) contributed 33.6% of the initial pool principal. All the underlying pool loans were current on repayment as on the cut-off date.

 

Rating assumptions

To assess the base case shortfalls for the transaction, CRISIL has analysed static pool delinquency information on vehicle loans originated by IndoStar over the period Oct-2017 to Dec-2023 (with performance data till Dec-2023), write-offs and ARC sales from the vehicle loan portfolio, and the impact of the identified control deficiencies on the performance of the portfolio. CRISIL has also analysed the performance of previously rated IndoStar-originated securitisation transactions, along with the collection efficiency and dynamic delinquency performance of IndoStar’s vehicle finance portfolio.

 

CRISIL Ratings has also factored in pool-specific 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 6.0% - 8.0% of cash flows.

 

In addition, CRISIL Ratings has factored in the following:

 

  • CRISIL Ratings has assumed a monthly prepayment rate of 0.5-1.5% of the initial pool principal.
  • CRISIL Ratings does not envisage any risk arising on account of commingling of cash flows given its short-term rating on the servicer.
  • CRISIL Ratings has factored in the risks arising on account of transaction counterparties.
  • CRISIL Ratings has factored in sensitivities based on various shortfall timing curves (front-ended, back-ended and normal).

 

Counterparty Setails

Capacity

Counterparty

Rating

Effect on transaction rating in case of non-performance

Originator

IndoStar

CRISIL AA-/Negative/CRISIL A1+

No effect.

Servicer

IndoStar

CRISIL AA-/Negative/CRISIL A1+

Significant effect, because of change in servicing quality and replacement cost of the Servicer. However, CRISIL Ratings does not currently envisage the need for replacement. The Trustee, on behalf of the investors, shall retain the right to appoint a replacement Servicer in the occurrence of a ‘Servicer Event of Default’ as per the terms of the transaction.

Collection and Payout Account (CPA) Bank

Axis Bank Limited

CRISIL AAA/CRISIL AA+/Stable/CRISIL A1+

Negligible effect. As per the terms of the transaction, the Trustee, on behalf of the investors, has the right to change the CPA Bank.

Cash Collateral Bank

Axis Bank Limited

CRISIL AAA/CRISIL AA+/Stable/CRISIL A1+

Negligible effect. As per the terms of the transaction, the Trustee, on behalf of the investors, has the right to change the Bank with which the Cash Collateral fixed deposits are maintained.

Trustee

ATSL

Not rated by CRISIL Ratings

Negligible effect. As per the terms of the transaction, the Trustee can be replaced by the investors holding majority interest.

 

Additional disclosures for Provisional ratings:

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

 

Executed documents:

  • Trust Deed
  • Deed of Assignment
  • Collateral Agreement
  • Power of Attorney

 

Other documents:

  • Information Memorandum
  • Legal Opinion
  • Auditor’s Certificate(s)
  • Trustee’s Letter
  • Originator’s Representations and Warranties Letter

 

Additional documents, if any, executed for the transaction should also be provided along with the above documents. 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 in line with its policy on provisional ratings.

 

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

In the absence of 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 execution of certain documents by the issuer, as applicable. In case the documents received deviate significantly from the expectations, CRISIL Ratings may take appropriate action including placing the rating on watch or a rating change, depending on status of progress on a case-to-case basis. In the absence of the pending documentation, the rating on the instrument would not have been assigned ab initio.

About the Originator

IndoStar, incorporated in July 2009, is registered with the Reserve Bank of India as a systemically important, non-deposit taking non-banking financial company. 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 date, Brookfield holds 56.20% stake, followed by the Everstone group) at 18.8%. Everstone Group have completed the sale of 14.21% of the total paid-up equity share capital of the Company through an Offer for Sale, to comply with the minimum public shareholding requirements as per SEBI. Pursuant to the same, Everstone Group’s holding stands at 18.8% and public shareholding in the company increased to 25% w.e.f. 05th May 2023.

 

IndoStar started business as a wholesale financier in fiscal 2011 and entered the SME finance (loans against property) segment in fiscal 2015. In fiscal 2018, the company started offering vehicle finance and housing finance (through wholly owned subsidiary, IndoStar Home Finance Pvt Ltd). In fiscal 2019, IndoStar acquired the CV finance business of IIFL Finance Ltd. The company plans to focus on used CV financing and affordable housing finance.

 

Key Financial Indicators

For the period ended March 31 (Consolidated)

Unit

2023

2022

Total assets

Rs crore

9,122

9,661

Total income (net of interest)

Rs crore

599

635

PAT

Rs crore

225

-737

GS3 assets

%

6.8

13.6

Gearing

%

1.8

2.1

Return on average assets 

%

2.4

-7

 

For the period ended June 30 (consolidated)

Unit

2023

2022

Total assets

Rs crore

9259

8402

Total income (net of interest)

Rs crore

145

148

PAT

Rs crore

39

61

GS3 assets

%

6.6

8.2

Gearing

%

1.9

2

Return on average assets 

%

1.7

2.6


Performance of previously rated transactions

CRISIL Ratings has ratings outstanding on instruments issued under 4 securitisation transactions backed by IndoStar-originated loans. CRISIL Ratings is receiving monthly performance reports pertaining to these transactions. The cumulative collection efficiency in the underlying pools for these transactions range from ~97% to ~99% as of Jan-2024 payouts, with 90+ delinquency remaining at or below 2.5% of the initial pool principal.

 

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 and are included (where applicable) in the 'Annexure - Details of Instrument' in this Rating Rationale.

CRISIL Ratings will disclose complexity level for all securities - including those that are yet to be placed - based on available information. The complexity level for instruments may be updated, where required, in the rating rationale published subsequent to the issuance of the instrument when details on such features are available.

For more details on the CRISIL Ratings` complexity levels please visit www.crisilratings.com. Users may also call the Customer Service Helpdesk with queries on specific instruments.

Annexure - Details of Instrument(s)

ISIN

Name of the instrument

Date of allotment

Coupon rate

Maturity

date#

Size of the issue (Rs.Crore)

Complexity level

Rating assigned@

Cash collateral (Rs.Crore)

INE0UY915016

Series A PTCs

27-Mar-2024

9.25% p.a.p.m.

20-Jul-2028

90.08

Highly Complex

Provisional CRISIL AAA (SO)

10.01

#Indicates legal final maturity date for the instrument. Actual maturity date will depend on the level of collection shortfalls in the pool, the level of prepayments in the pool, and exercise of the clean-up call option.

Annexure - Rating History for last 3 Years
  Current 2024 (History) 2023  2022  2021  Start of 2021
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Series A PTCs LT 90.08 Provisional CRISIL AAA (SO)   --   --   --   -- --
All amounts are in Rs.Cr.
Criteria Details
Links to related criteria
Meaning and applicability of SO and CE symbol
Evaluating risks in securitisation transactions - A primer
CRISILs rating methodology for ABS transactions

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