Rating Rationale
February 21, 2024 | Mumbai
 
Sansar Trust Nov 2023 III
(Originator: Shriram Finance Limited)
‘CRISIL AAA (SO)’ for Series A1 PTCs and ‘CRISIL BBB+ (SO)’ for Series A2 PTCs converted from provisional ratings to final ratings
 
Rating Action
Tranche Name Amount Rated (Rs.Crore) Outstanding Amount (Rs.Crore) Balance Tenure Credit Collateral (Rs.Crore) Ratings/Credit Opinions Rating Action
Series A1 PTCs 102.15 97.06 52 7.06 CRISIL AAA (SO) Converted from Provisional Rating to Final Rating
Series A2 PTCs 5.38 5.38 52 7.06 CRISIL BBB+ (SO) Converted from Provisional Rating to Final Rating
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

 

Detailed Rationale

CRISIL Ratings has converted its provisional ratings assigned to Series A1 Pass-Through Certificates (PTCs) and Series A2 PTCs issued by ‘Sansar Trust Nov 2023 III’ to final ratings of 'CRISIL AAA (SO)' and ‘CRISIL BBB+ (SO)’ under a securitisation transaction backed by receivables from commercial vehicle loans originated by Shriram Finance Limited (SFL; rated ‘CRISIL AA+/CRISIL PPMLD AA+/Stable/CRISIL A1+’). The rating is based on the credit enhancement available to the PTCs, the expected credit quality of underlying receivables, SFL’s origination and servicing capabilities, the transaction’s payment mechanism, and soundness of the transaction’s legal structure.

 

CRISIL Ratings has now received the final legal/executed documents for this transaction. These executed documents are in line with terms of the transaction envisaged when provisional rating was assigned. Hence, CRISIL Ratings has converted the provisional ratings to final ratings.

 

Legal Documents

  • Declaration of Trust 
  • Deed of Assignment of Receivables in the process of Securitisation
  • Cash Collateral Agreement
  • Power of Attorney

 

Other Documents

  • Information Memorandum
  • Legal Opinion
  • Auditors Certificate
  • Representation and Warranties Letter
  • Trustee Awareness Letter

 

The transaction has a ‘Par with excess interest spread (EIS)’ structure. SFL will assign the pool of receivables to ‘SANSAR TRUST NOV 2023 III’, a trust which will issue the Series A1 PTCs and Series A2 PTCs to investors.

 

The credit enhancements available in the transaction to support PTC payouts are described below:

  • External credit enhancement from a cash collateral of Rs 7.06 crore (6.6% of pool principal) to support Series A1 PTCs investor payouts and Series A2 PTCs principal repayment.
  • Internal credit enhancement for Series A1 PTCs from scheduled cashflow subordination aggregating to Rs 25.97 crore (24.2% of pool principal, assuming zero prepayments) – including subordination of Series A2 PTC principal of Rs 5.38 crore (5.0% of pool principal) and scheduled excess interest spread of Rs. 20.59 crore (19.2% of pool principal, assuming zero prepayments).

 

Interest payments to Series A1 PTCs are expected and promised on a monthly basis. Principal repayment to Series A1 PTCs, while expected a monthly basis, is promised only on an ultimate basis by the instrument’s legal final maturity date. The cash collateral would be used to meet shortfalls in monthly promised Series A1 PTCs interest payouts and for the ultimate principal repayment of Series A1 PTCs on the legal final maturity date as set out in the waterfall mechanism.

 

Post redemption of Series A1 PTCs, principal repayment to Series A2 PTC investors is expected on a monthly basis, but promised only on an ultimate basis by the instrument’s legal final maturity date. Series A2 investors are expected to receive residual EIS amounts on a monthly basis, however, the rating on Series A2 PTCs only addresses the likelihood of principal repayment by the legal final maturity date, and not the payment of residual EIS amounts. Post redemption of the Series A1 PTCs, the cash collateral would be available to meet shortfalls in the ultimate principal repayment of Series A2 PTCs on the legal final maturity date as set out in the waterfall mechanism.

Key Rating Drivers & Detailed Description

Strengths:

  • Credit support available in the structure for PTCs
  • Cash collateral of Rs 7.06 crore (6.6% of pool principal) provides credit support to Series A1 investor payouts and Series A2 PTCs principal repayment.
  • Series A1 PTCs also benefit from scheduled cashflow subordination aggregating to Rs 25.97 crore (24.2% of pool principal, assuming zero prepayments) – including subordination of Series A2 PTC principal of Rs 5.38 crore (5.0% of pool principal).
  • The principal repayment for Series A2 PTCs also benefits from the subordination of scheduled excess interest spread of Rs 20.59 crore (19.2% of pool principal, assuming zero prepayments).
  • Repayment track record
  • The pool has a weighted average seasoning of 8.8 months. All contracts are current on repayment as of the pool cut-off date i.e., November 20, 2023.

 

Weakness:

  • Potential effect of macro-economic headwinds
  • Borrowers in the underlying pool could come under pressure due to a challenging macroeconomic environment. Headwinds such as increased fuel costs, an increasing interest rate scenario, and moderation in demand on account of inflation and geo-political uncertainties. These factors may hamper the pool’s collection performance.

Liquidity: Strong

For Series A1 PTCs: The cash collateral available in the transaction structure is Rs 7.06 crore (6.6% of the initial pool principal) which is in the form of a fixed deposit. Liquidity is strong given that the credit enhancement (internal and external combined) in the structure is sufficient to cover losses exceeding 1.5 times the currently estimated base shortfalls.

 

For Series A2 PTCs: Liquidity is adequate given that the credit enhancement (internal and external combined) in the structure is sufficient to cover losses exceeding 1.1 times the currently estimated base shortfalls.

 

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

Rating Sensitivity factors

Upward factors

  • For Series A1 PTCs: None
  • For Series A2 PTCs: Credit enhancement (based on both internal and external credit enhancements) exceeding 2.3 times the estimated base case shortfalls.
     

Downward factors

  • For Series A1 PTCs: Credit enhancement (based on both internal and external credit enhancements) falling below 2.1 times the estimated base case shortfalls.
  • For Series A2 PTCs: Credit enhancement (based on both internal and external credit enhancements) falling below 1.3 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 PTCs issued under this securitisation transaction are backed by a pool of receivables from commercial vehicle loans originated by SFL. As of the pool cut-off date (20-Nov-2023), the pool loans had a weighted average seasoning of 8.8 months, a weighted average interest rate of 20.3%, a weighted average LTV ratio of 79.1%, a weighted average original tenure of 42.0 months, and an average original loan amount of Rs 3.1 lakh. The top 3 states (Andhra Pradesh, Telangana and Uttar Pradesh) contributed 38.7% of the initial pool principal as of the cut-off date. 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 Ratings has analysed the static pool 90+ delinquency information on new and used vehicles loan portfolio of SFL for originations in the period FY13 to FY23 (with performance until June 2023). CRISIL Ratings has also analysed the portfolio cuts based on tenure, loan amount, state, interest rates etc. and compared the pool with the portfolio on these parameters.

 

CRISIL Ratings has also analysed the performance of rated securitisation transactions, and the dynamic delinquency performance of SFL’s portfolio. As of June 2023, dynamic 90+ delinquency for SFL’s used CV and new CV portfolios was 3.3% and 4.7% respectively.

 

  • CRISIL Ratings has also factored in pool-specific characteristics and estimated the base case peak shortfalls in the pool in the range of 6.0-8.0% of pool cash flows.
  • CRISIL Ratings has assumed a stressed monthly prepayment rate of 0.3 to 1.3% in its analysis.
  • CRISIL Ratings does not envisage any risk arising on account of commingling of cash flows since its short-term rating on the servicer is ‘CRISIL A1+’.
  • CRISIL Ratings has adequately factored in the risks arising on account of transaction counterparties (refer to counterparty details)
  • 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 and seller

SFL

Rated ‘CRISIL AA+/CRISIL PPMLD AA+/CRISIL A1+’

No effect.

Servicer

SFL

Rated ‘CRISIL AA+/CRISIL PPMLD AA+/CRISIL A1+’

Significant effect, because of change in servicing quality and replacement cost of servicer. However, CRISIL Ratings does not currently envisage the requirement for servicer replacement.

Collection & Payout Account

DBS Bank

Rated ‘CRISIL AAA/Stable/CRISIL  A1+

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

Cash collateral in the form of Fixed Deposit

State Bank of India

Rated ‘CRISIL AAA/CRISIL  AA+/Stable'

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

Trustee

Catalyst Trusteeship Limited (CTL)

Not rated by CRISIL Ratings

Negligible effect. Can be replaced at minimal cost.

 

 

About the Originator

Following the consummation of the merger of Shriram City Union Finance (SCUF) and demerged undertaking of Shriram Capital Limited with STFCL, the company has been renamed to Shriram Finance Ltd (SFL). Shriram Housing Finance Ltd (SHFL) continues to operate as a subsidiary of SFL which holds around 85.02% stake in the same. Pursuant to the consummation of the transaction, Shriram Capital and SCUF cease to exist.

STFCL, incorporated in 1979, was registered with RBI as a deposit-taking, asset-financing non-banking financial company. STFCL provides financing for vehicles such as CVs (both pre-owned and new), tractors, and passenger vehicles.

SCUF, was incorporated in 1986 and predominantly operates in the retail financing segment with a focus on small enterprise loans, two-wheeler financing, gold loans, housing loans and others (auto and personal loans).

Key Financial Indicators: STFCL Standalone

As on / for the period ending / year ending

Unit

Sep-22

Mar-22

Mar-21

Total assets

Rs. Cr.

155,209

1,42,106

1,29,761

Total income (net of interest expenses)

Rs. Cr.

5,452

9,540

8,382

PAT

Rs. Cr

2,032

2,708

2,487

Gross NPA

%

6.90

7.07

7.06

Overall capital adequacy ratio

%

22.48

22.97

22.50

Adjusted Gearing

Times

4.6

4.5

5.0

Return on managed assets (annualised)

%

2.7

2.0

2.0

 

Key Financial Indicators: SCUF Consolidated

As on/for the period ending/year ending

Unit

Sep-22

Mar-22

Mar-21

Total Assets

Rs. Cr.

48,144

44,558

37,866

Total income (net of interest expenses)

Rs. Cr.

2,575

4,264

3,821

Profit after tax

Rs. Cr.

739

1,165

1,078

Gross NPA (Gross Stage-3)

%

5.3

5.7

5.9

Adjusted gearing

Times

3.7

3.7

3.4

Return on assets

%

3.1

2.8

3.0

 

Key Financial Indicators: SFL consolidated.

As on/for year ending

Unit

Mar-23

Total Assets

Rs. Cr.

2,10,600

Total income (net of interest expenses)

Rs. Cr.

17,577

Profit after tax

Rs. Cr.

6,020

Gross NPA (Gross Stage-3)

%

6.0*

Adjusted gearing

Times

3.8

Return on assets

%

3.0

*Gross Stage-3 estimated on combined basis for SFL and SHFL

 

Past rated pools

CRISIL Ratings has ratings outstanding on instruments issued under over 20 SFL-originated securitisation transactions. CRISIL Ratings is receiving monthly performance reports pertaining to these 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 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 instrument

Date of allotment

Coupon

rate (%)

Maturity

date#

Issue size

(Rs.Crore)

Complexity level

Rating assigned@

Cash Collateral

 (Rs.Crore)

INE0S8H15016

Series A1 PTCs

30-Nov-2023

8.00% p.a.p.m.

17-May-2028

102.15

 

Highly Complex

CRISIL AAA (SO)

 

7.06

INE0S8H15024

Series A2 PTCs

30-Nov-2023

Variable (residual interest)

17-May-2028

5.38

CRISIL BBB+ (SO)

#Indicates legal final maturity date for the instruments. Actual maturity 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.

@The rating on Series A2 PTCs only addresses the likelihood of principal repayment by the legal final maturity date, and not the payment of residual EIS amounts.

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 A1 PTCs LT 97.06 CRISIL AAA (SO)   -- 12-12-23 Provisional CRISIL AAA (SO)   --   -- --
Series A2 PTCs LT 5.38 CRISIL BBB+ (SO)   -- 12-12-23 Provisional CRISIL BBB+ (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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